Omni: The shapeshifter of Remnant
by Luckyplains13
Summary: What if during a fight with Fistrick, Ben is sent to the world of RWBY? Watch as he makes new friends, makes new enemies, and maybe fall in love? This story will have a OC Ben and this takes place in Omniverse.
1. New world and the sighting

Ben 10 and RWBY crossover.

**Authors note: Hey guys and girls! I have been watching and reading more Ben 10 related stories and I noticed something. Ben can fit in almosy every and any anime or cartoon he wants. There are some exceptions but he just fits in somehow. I started thinking 'What if Ben was teleported to the world of RWBY?' I mulled it over in my head and started to like the idea, so here it is. This may be a one-shot and it might become one of my stories. I will try to update 'Guardian of the ocean' as soon as I can but school is kicking me is the ass. Thanks for everything and I hpe you like this. Ja'ne!**

**I do not own Ben 10 or RWBy. They are the products or Rocket man and Rossterteeth. I own the this idea though.**

"Person or creature speaking."

"_Person or creature thinking."_

Chp 1: Arrival and initiation.

Our young hero, Ben Tennyson, sighs as he sips from his smoothie and looks at the rolling clouds. Not much has been happening on planet Earth or any other planet for that matter. It's almost like the universe was peaceful and nothing could go wrong. Ben slurps his smoothie and stands up before throwing the finished smoothie in the trash. He grabs his white jacket and throws it around his shoulders before walking toward the sidewalk. Ben pulls his arm to his face and stares at the Omnitrix. It was a small white watch that had a green faceplate that when pushed, a holographic screen would appear with his aliens. Ben frowns as he looks at the sky and wonders.

He really liked the Ultimatrix and he didn't want to give it up. But due to the constant use of going 'Ultimate' and many other things, it slowly crumbled away. When this had happened, Azmuth gave Ben the Omnitrix and explained about it. It would now be easier to use and it would retain the 'Ultimate' function. (**Authors note: I know that in the show, Ben can't go Ultimate but I wanted to add it and I added it for a reason.**) After that, Ben had gotten a new partner. His name was Rook Blonko, a Ravongahander, and they didn't get along at first. But as they fought and hung out together, they slowly became best friends.

It had been a year since they met and Ben doesn't regret it. They fought enemy after enemy. They defeated the Zs'skayr together and slowly but surely gave the universe peace. At the beginning, Rooks family didn't like him but they slowly turned around and accepted him. Rook was on his home planet celebrating his brothers birthday and he wouldn't be back for a few days. At first, Ben wanted to go with him but Rook insisted that he stay home, just in case of something. Ben did buy the little one, a small chemistry set. The little one wanted to become a scientist and help out as much as he could.

Ben pulls out his cell phone and looks at the time. It was 2:30 p.m. and nothing had happened yet. Only small bank robberies and things along those lines, had happened in the last few days. Ben looks up at the sky and asks the universe.

"Can you please give me something to do?"

His prayer or question is answered as Fistrick flies by on a small hover bike. He was carrying a small box with strange care and he was gunning it. Ben grins and looks up again and yells.

"Thank you, universe!"

He pulls his Omnitrix to his face and finds the alien he was looking for. He slams the dial down and a bright green flash takes place. The young hero's skin starts turning into a slick black and his arms grow out small spikes. His skull reshapes into that of a feline form and his eyes grow large and elliptical in shape.

"Fasttrack!" Ben bellows out with a grin.

_Omnitrix database._

_Alien: Fasttrack_

_Species: Citrikayah_

_Home planet: Chalybeas._

_These beings evolved on the fast planet of Chalybeas. While slower than the Kincelereans, they due run at very fast speeds. They are physically stronger than a Kincelerean and they leave a similar blue trail behind them as they run. It is unknown at how fast these beings can run but it has been spectated to be very fast._

_Database end._

Ben looks him self over and grins.

"Huh? I haven't used this form in a while. Let's see how fast I can go."

He bends his knees forward and takes off in a small sonic boom. He catches up to Fistrick and grins at him. Fistrick growls at him before pulling out a pistol. He shoots and Ben dodges it easily. Ben sticks his tongue out at Fistrick and punches him of the hover bike. Fistrick grunts as he bounces of the pavement and through a brick wall. Ben watches as the bike swerves before hitting a building and exploding. The blue feline zooms over to the hole and walks through it. Fistrick is getting up and he is pointing another pistol at him.

Fistrick pulls the trigger and the laser flies toward Fasttrack. Ben grins and dodges it before punching Fisttrick in the face at full speed. Fistrick screams as he flies through a couple of boxes. Ben chuckles and asks.

"What did you steal today, Fistrick?"

Fistrick picks himself up and growls.

"None of your damn business."

Ben raises an eyebrow and says.

"Oh, but it is my business. I protect this town and the planet. So please tell me what it is."

Fistrick puts the small box on his belt and charges at Ben screaming "Not a chance!"

Ben shakes his head and dodges Fisticks fists. He jumps up and kicks the wannabe punks head before sweeping his feet out from under him. Fistrick lets out a surprised "Whoa!" before rolling out-of-the-way of Bens fists. Fistrick stands up and pulls out a small round orb. Ben raises an eyebrow and asks.

"What's that supposed to do?"

Fistrick grins and chuckles evilly.

"Oh, nothing. Except release a high-pitched noise that only animals can hear."

Ben widens his eyes and zooms to Fistrick. He is too late as, Fistrick pushes the button down. Ben screams in pain as the high-pitched ringing assaults his enhanced ears. He drops to his knees and starts gritting his teeth together. Fistrick chuckles and walks over to the downed form of Ben. Ben looks up and sees Fistrick's feet getting closer and he moves his hand to the Omnitrix symbol on his chest. He waits until Fistrick is closer until slapping the dial. Fistricks covers his eyes from the bright green flash and growls at Bens form.

"Bloxx!" Ben yells in a scratchy voice.

_Omnitrix database_

_Name: Bloxx_

_Species: Segmentasapien_

_Home planet: Polyominus_

_These beings evolved on a harsh planet that has been ravaged by war for thousands upon thousands of years. Their bodies seem to be made of a type of building blocks that can be replaced or removed easily. They are considered to be one of the oldest species in the universe. Their names are ironic due to their almost strange fascination with building things in segments._

_Database end._

Ben stands up and glares at Fistrick before crushing the small ball with his large hand. Fistrick grins and throws a punch at Ben and Ben dodges it before slapping Fistricks face with his Lego like hand. The punk jumps up and pulls out a small hand grenade like object and throws it at Ben. Ben widens his eyes and folds his body into a small ball. The ball explodes on contact with his hardened skin and ben feels himself be pushed away by the blast. Fistrick grins as the smoke bellows out of the area and takes the small box from his belt. He opens it and starts typing something into it. He never gets the chance to finish as a elongated brick fist slams into his head.

Fistrick flies back and hits the back wall with a large thud. He glares at Bloxx as his body regenerates. Ben grins a little at the glare and begins to taunt.

"Is that all you got, boyo?" Fistrick stands up and is about to charge when a small 'beeping' noise catches their attention. They both look at Fistricks hand and sees the small blue box is beeping and whirring dangerously. Fistricks widens his eyes and tries to pull the box from his hand. It doesn't move and Fistrick starts to scream.

"Get it off! Get it off!"

Ben runs over and looks at the small beeping box and asks.

"What is this thing?"

Fistrick is too panicked to answer but Ben slaps his head and Fistrick answers.

"It's a chronological dimensional transporter!"

"It's a what?" Ben asks while yanking on the small box. He fails and his hands burst into pieces before regenerating.

The small box starts beeping faster and Ben yanks harder. The box finally gives way and he and Fistrick falls to the ground. Ben throws the beeping box to the other side of the room and runs over to the downed Fistrick. He grabs him and shakes him awake.

"What does this chronological dimension thing do?!"

Fistrick coughs and says.

"It gives the user the ability to jump dimensions almost instantly. And it's overloading. If it goes off, this entire town will go with it."

Ben widens his eyes and throws Fistrick to the ground. He points to the open hole and yells.

"Get out while you can. I will try to stop it."

Fistrick looks at Ben for a second before running out of the warehouse screaming. Ben turns around and stretches over to the small beeping box. He picks it up and opens it. Various letters are going across the screen and Ben couldn't understand any of them. He starts poking random buttons and a timer comes into view. It had 30 seconds on it and it was slowly counting down. Ben widens his eyes and he starts pushing random buttons again. The Timer hits 10 seconds and Ben says.

"Ah, hell.."

He puts the small box down and rolls into a ball. He scoops it up and puts it to his chest and waits. The box slows down and Ben sees the counter hit 3.

_3.._

_2.._

_1.._

"_I had a good run didn't I?"_ Ben thinks to himself as the timer hits 0. Hot searing pain is all Ben could feel and with it came the matter displacement. He wants to scream but he can't due to the massive amount of pain he was feeling. He pulls himself into a tighter ball and slowly feels his life leaving him. He somehow feels something through all the pain and destruction. It feels like a suction effect and complete nothingness. Ben opens his eyes and he sees absolutely nothing. He looks around through all the pain and asks himself.

"Is this heaven or hell?"

He doesn't get an answer but he does see thousands upon thousands of lights pass his vision. He screams a little as he feels his very atoms and molecules be broken down and almost pushed through an atom sized hole. Pitch black is all that awaits him and Ben looks around. He is already regenerating and he feels the pain slowly go away into that of a dull ache. A bright light feels his vision and Ben moves toward it. He blinks as a bright light feels his vision and he feels gravity takes its course. He screams as gravity starts pulling him toward whatever was below him. He turns himself around and looks down at the approaching…ocean?

He blinks to himself and shrugs his shoulders before looking down at the Omnitrix on his chest.

"Either give me a swimmer or a flier. I don't want Humongosaur or Way big. Give me something that can fly or swim!"

He slaps the dial down and feels his body change and the water hitting his body at full force. In the distance is a small fishing boat.

_At the fishing boat._

An old man yawns as he looks at the bobbing fishing lure. He blinks as a bright green light feels the ocean and he leans over the edge. He says something to the air and other people walk over to him. He points to the water and starts speaking in a strange dialect. They start screaming and backing up as a large dark shape swims toward them. The old man leans forward a bit and jumps from his seat as a head pops from the ocean. It had white scaly skin and large jaws that could probably bite through steel. It had a small glowing bulb on its head and its gills flare in and out. The being smiles at them and starts speaking in a weird tongue.

_With Ben_

Ben sighs in relief as he looks at his form. He luckily got Ripjaws from the Omnitrix and he was happy to get that. He looks around and sees a small dark shape in the distance. He blinks in surprise and thinks.

"_Maybe those fishermen can help me. I hope they're not poachers.."_

He nods in acceptance and starts swimming toward the small boat. He hears some strange language and blinks at the dialect. He shrugs his shoulder and pops his head out of the ocean. He smiles as a fisherman backs away for a second and ben asks.

"Hi! Can you tell me where America is located?"

The man starts screaming in a strange language and Ben frowns. The Omnitrix blinks and Ben looks down at it.

_Initiating universal translator._

Ben blinks as the strange words slowly become clear and he hears the fisherman scream.

"It's a Grimm!"

Ben frowns and says.

"Now, I am not this Grimm thing as you called me. My name is Ben Tennyson and can you point me to The United states of America?"

The man stops screaming and looks at the fish man in the water strangely. Ben blinks as he walks forward to the boat and asks.

"You can understand me?"

Ben nods his head in affirmative and asks.

"Yes, I can. Now.. can anyone point me to the United States?"

The fisherman blinks and waves his friends over. The fisherman starts whispering to them and they nod. The fisherman leans forward and asks.

"What is this 'United States'?"

Ben blinks in surprise and looks at them with an 'are you kidding face?'

"The 'United States of America' the place where all me and women are equal, and freedom reigns supreme? You've never heard of it?"

The fishermen nod their heads 'no' but their faces show surprise at the 'all men and women are created equal.' Phrase. Ben groans in fear and asks.

"What planet or continent am I on or near?"

The fishermen glance at each other and say.

"You are on the planet Remnant and you are near the continent Vale."

Ben blinks at the name and asks.

"Okay. Can you guys point me toward this 'Vale' place?"

They all nods their heads and point west of the fishing boat. Ripjaws looks in the direction and says.

"Thanks."

He is about to swim off but the fisherman stops him.

"What are you?" he asks timidly and with a little fear on his face.

Ben looks behind him and grins, showing of his large teeth, before saying.

"I'm just a kid, who can transform into aliens and an everyday superhero. May you have a nice day!"

Ben waves at the men before diving under the water and swimming in the direction pointed. Ben frowns to himself and thinks.

"_I really hope, that this isn't another 'alternate dimension' thing again.."_

_Later that night._

Ben sighs as his little lantern guides his way through darkened water. Thanks to the Life Form lock, he had been swimming for at least 4 hours and the Omnitrix must be getting low on power. He swims up to the top and looks around. He smiles as he can see lights in the distance and he looks up. He nearly jumps out of the water in surprise at the moon.

"What in the hell happened to the moon?!" Ben yells to the sky.

Ben stares at the destroyed and cracked moon in the sky before rubbing his eyes. He blinks once more and frowns.

"I really had to jinx myself."

He sighs and starts swimming toward the lights in the distance. What he doesn't know, is that he was about to meet a great group of people and make some new enemies.

_At the Vale city docks._

Blake looks at Sun as he rush's off to get some food. She sighs and looks toward the ocean and frowns. She can vaguely see a large shape moving above the water and it could only be a shipment or a cruise ship. Blake couldn't tell due to the distance. Our cat eared ninja sighs once more and waits for the ship to dock.

_Back with Ben_

Ben slows down in his swimming and looks at the town in the distance. The houses seem to be French styled but more modern. He frowns and looks at the Omnitrix dial on his chest. He blinks in realization and slaps his forehead. He can try calling Grandpa or Kevin. He taps the dial and says.

"Can anyone hear me? Hello?"

He gets static in response and he sighs in sadness. He jumps in surprise as a large ship passes near him. Ben moves out of the way and glares at the ship.

"You almost hit me, assholes!" Ben yells while shaking a fist at the ship.

He blinks as a certain smell reaches his nose. He takes a whiff of the air and growls. The ship smelled of blood and human blood at that. He dives under the water and starts following the large ship. His snaps his jaws together and is satisfied at the loud crunch he hears.

Ben grins to himself and says "Time to bust some bad guys.."

_A few minutes later_

Ben blinks as some men walk from the ship and look around. They look like normal sailors but something just looks fishy about them. Ben snickers at his own joke before swimming toward a low dock. He jumps on it and slaps the dial. His skin become sleek and his back grows large moth like wings. His neck elongates slightly and his eyes become large and bug like.

"Big Chill!" Ben says with a raspy chilly voice.

_Omnitrix database_

_Species: Necrofriggian_

_Home planet: Kylmyys_

_These __beings are large insectoid, genderless, moth men. Their body comes in a variety of blueish colors but they are mainly blue and white and their wings can fold up around them giving them the appearance of a phantom. These beings can breathe ice, fly at amazing speeds, and turn intangible for a untold amount of time. They don't need to breath as they can survive in the vacuüm of space and underwater. Their weakness are other enemies who can become intangible and their natural predator, the Hynotick. The last one is unlikely due to it being hunted to almost extinction._

_Database end._

Ben turns intangible and flies through the ships hull and looks around. The cargo bay is oddly empty and the only things their are some large shipping creates. He flies over to one and reads the name imprinted on the side.

"Schnee Dust company?" Ben asks with a frown on his face. He flies through the shipping container and floats down. He looks at the pallets in the container and scratches one with his finger. A bright light feels the container and Ben blinks as he looks at the fine dust.

"Why in the world due they want this 'glowy' dust?" Ben asks while looking at the small pile in his hand. The Omnitrix blinks and starts speaking.

"Unknown substance has been found. Acquiring sample for security and protection update."

Small black tendrils shoot out for the Omnitrix and takes samples of the weird dust. Ben blinks as the tendrils faze back into the dial and he says quietly.

"Thats a new feature..."

He release a "Woah!" as the ship lurches to its side before settling down. He passes through the container and looks around. He can hear the faint noises of a battle outside of the ship. He flies through the ships hull and nearly lets himself be seen.

A black-haired girl is being surrounded by men with white clothes and visors. Their chests have a strange bear on the front and the girl is speaking to them. She reaches up toward her hair and pulls of her bow. Two small black cat eras come into view and the men shuffle a little bit. Ben mentally slaps himself as he looks at the cat ears on the girl's head. They seem to twitch with every sound and they look very real. Ben shakes his head and stares as the men draw their weapons. The girl quickly acts and jumps into the air before drop kicking some of the men away. A new voice is heard and Ben turns around and blinks owlishly at the scene.

A boy with a monkey tail is absolutely decimating some of the armed troops. Ben is hesitant about helping but relents as he sees that they have everything under control. He is about to fly away but movement catches his attention. A single soldier is sneaking up on the girl and is about to stab her. Ben rushes over and phases through the man.

_With Blake_

Blake parries another sword thrust before hitting another grunt into the dirt. A sound catches her attention and she turns around with her weapon drawn. A grunt is frozen in a large block of ice with his sword held high. Blake blinks and touches the ice before dodging another sword swipe. She looks back at the frozen grunt and wonders.

"_That ice is too cold to be normal."_

_With Ben_

Ben smiles to himself as he watches the grunt freeze and stop moving. He chuckles at the cat girls face before looking around at the soldiers. He grins and starts flying through a large group of them. In seconds they are all trapped in ice blocks. Ben smiles to himself before turning around. A new voice catches his attention.

"What in the hell is going on?!"

He turns toward the voice and nearly bursts out laughing. Standing at the edge of a battlefield is an orange haired man wearing a bright white tux and a black bolo hat. He was carrying a cane and smoking a cigar and he looked mighty pissed. Ben smirks and flies behind the man. He turns visible again and says.

"I'm whats going on."

_With Roman._

Roman Torchwick was many things. He was a thief, a business man, a tactical mind, and a firm believer in taking over the world. What he wasn't however was a man who sat back and watched cannon fodder be turned into ice blocks from nothing but air. A voice interrupts his train of thought and he spins round. His scream catches the attention of the nearby fights and they soon start staring. Floating there ominously was some type of blue moth man that radiated nothing but cold air. The very air around him was being turned into snow flakes. The beings large green eyes shine with laughter and mirth before it says something.

"What? You've never seen a Necrofriggian before?"

Roman takes out his cane and points it toward the being and pulls the hidden trigger. A compact round of dust flies toward it and Roman grins in fear and happiness as there was no way some moth freak could dodge that. He widens his eyes as the blast passes through the being like it was nothing but air. The being grins and says.

"My turn."

It opens its mouth and releases an icy breath that freezes Roman to the ground. Roman struggles but the ice doesn't budge. He glares at the being as it flies off and starts freezing the grunts into solid ice cubes. A lone grunt comes over and starts shooting the ice with some fire dust. Roman looks at the grunt and says,

"Hurry it up. Our ride is almost here."

_With Blake._

Blake stares at the being hovering near Roman. It looked like some type of giant blue moth man but it had some type of cold aura coming from it. She is about to scream at the creäture as Roman shoots at it but her scream dies short. The shot passes through the being like it was nothing but air and the being grinned before freezing Roman to the ground. She shakes her head as another grunt tries to attack her but she knocks him out with a well placed kick. She glances over at the moth being and watches as it flies over the grunts and freezes them in place.

A large engine noise catches their attentions and Blake glares at the approaching gun ship. It grabs the remaining containers and hovers in place as Roman and the other grunts pile into it. Roman turns around and glares at the being as it freezes the remaining grunts. He yells to the being.

"Your gonna pay, you freak! Your gonna pay!"

The craft hovers off and others soon follow it. Small green sword embed them selves into the last ships hull and start pulling it toward the ground. Blake follows the lines and blinks in surprise at the girl standing there.

"Penny?!" Blake exclaims in shock.

The orange haired, and green-eyed girl looks over at her and smiles before saying.

"I'm combat ready!"

A loud shot is heard and the ships hull is dented inward. Blake looks up and sees Ruby firing Crescent Rose at the ship. Weiss was next to her firing of dust spells left and right. Yang was near them guarding due to her long distance disadvantage. The ships groans from the force but pulls away and follows its brethren. Ruby appears next to her saying words in a large jumble.

"ImsorryBlake!Imsosorry!"

Blake chuckles and pats the girls head. Ruby sniffles and looks up at her with tears in her eyes. Weiss jumps down and is soon followed by Yang. Blake smiles at the boisterous boxer and frowns at the princess. Weiss looks at Blake before saying something.

"I'm sorry."

Blake blinks and says.

"Come again?"

"I'm sorry." Weiss says with a small huff. Blake blinks as well and smiles before saying.

"I'm sorry as well."

Weiss looks at her in surprise and nods her head with a small smile. The group looks around as cops come to the scene and Weiss notices the frozen grunts. She runs up to one and touches it. She pulls her hand back and asks Blake.

"Who did this?"

"I think you mean 'what' did this?" Blake answers as she walks over to the frozen grunt.

Weiss looks at her confusedly and Blake explains.

"Some type of Grimm or creature appeared and it froze the grunts. It looked like a giant blue moth man but it could speak."

Yang walks over to the frozen grunt and taps it.

"A giant blue moth man? You sure that you weren't hallucinating?"

Blake glares at her and huffs before saying.

"I wasn't hallucinating and it is right her-"

Blake stops as she looks around for the being. It had mysteriously vanished without a trace. She looks around for Penny but only sees a black limousine drive away. She shakes her head before saying.

"Well, it WAS right here..."

The group stares at her in concern but she waves them off. She doesn't notice the large green eyes following their moves.

_With Ben._

Ben watches with extreme interest as the orange haired girl pulls the strange aircraft near the ground. He turns toward where the loud shot comes from and drops his mouth in shock.

"_Little red riding hood with a large scythe that can shoot bullets?! Where in the multiverse am I?"_

He shakes his head from the thoughts and looks at the ship fly away and he is sorely tempted to chase after it. He stops himself and looks as the black-haired girl is hugged by the little red riding hood. He smiles at the interaction of the small group and laughs as the cat girl looks around for him. He watches them walk away and flies off toward the forest.

"This is going to be an interesting adventure.." Ben says to himself as he descends into the woods. He chuckles maybe this can aleve him of his boredom for a while. Or until Paradox finds him and takes him home.. Which ever comes first. He lands and transforms back into his human form and starts walking toward the town again. He frowns as he thinks of his family and friends back home.

"_I will get home, guys. Just wait for me and I will get home."_

End chapter

**Authors note: Hey guys and girls! I really liked writing this little chapter. It was something new for me and it might even kick off someone's imagination. I am sorry for any grammar or spelling mistakes. When Ben transforms should I still ca;; him 'Ben' or by his aliens name? If you have ant tips or tricks for me, leave them in the review and thanks for reading!**

**This is Luckyplains13 signing out.**


	2. I have to go to School!

Ben 10 and RWBY crossover.

Omni: The guardian of Remnant.

**Authors note: Hey guys and girls! I have been getting some good reviews about this story and thanks for the advice guys. You know who you are... But I am thinking of continuing this story. I am sorry for any grammar or spelling mistakes made last chapter and for the ones in this chapter! I hope you like this chapter and I have begun writing the next chapter of Guardian of the Ocean. It should be up by the end of this week. Thanks for everything! Ja'ne!**

Chp 2: I have to go to school?!

Bleary green eyes open and squint at the sunlight coming through the window. Ben leans forward and blinks the sleep from his eyes. He swings his feet over the beds side and scratches his head. And with a yawn, he walks into the bathroom and looks at himself in the mirror. Ben sighs before starting up the shower and stripping. He closes the curtain behind him and sighs in relief as the warm water wakes him up.

_A little while later_

Ben walks out of the bathroom with a happy sigh. He puts on a small green t-shirt and slips on his white jacket. He zips up the zipper and straightens out the collar before opening the curtains. He squints a little before smiling at the small city in front of him. Ben grins before running out the door and shutting it. He leaps up on the guard rail and jumps up toward the roof. He feels his hand touch the ledge and grabs it. He pulls himself up and smiles as he smells the morning air. The sun was high in the air and the morning dew was still covering the homes. Bens memory drifts back to how he found this small hotel.

_Flashback: Last night after the docks._

_Ben growls as he pushes past a tree limb. Our young hero had been pushing through this forest for the past 10 min. and he had found nothing. He lets out a sigh as lights penetrate the trees and illuminate the path in front of him. He steps over a small bush and looks around at the empty streets. He shrugs and follows a nearby sidewalk. He follows it around a corner and grins a little as a small hotel reaches his vision. He runs up to the building and looks for a service desk or building. He notices one and knocks on the door. Small foot steps reach his eyes and the door opens. The brown-haired youth blinks as he looks at nothing. _

_"Can I help you, dearie?" a small voice says from below Bens sight. Ben looks down and blinks at the little old woman in front of him. She was barely up to Bens chest and she her grey hair pulled into a neat little bun. Her small wrinkly face shows age and her eyes show an untold amount of wisdom. Her body was covered in a small night robe and Ben chuckles at the small bunnies on them._

_"Uh... I would like to rent a room, please?" Ben asks while bending down a little._

_The little old lady smiles a little and nods before walking back inside. Ben tilts his head a little and leans back on his heels. The old lady walks back outside and holds out a little key. Ben looks at her and hesitantly grabs it._

_"What about the payment?" Ben asks with a raised eyebrow. The old woman chuckles and points at the sign before walking back into the building with a small 'click' of the door closing. Ben turns around and looks at the sign then deadpans. The sign said 'Staying is free!' in large bold letters. Ben shakes his head before screaming._

_"Thank you!" He jogs up the stairs and finds his room. He looks at the number and makes sure before putting the key in the hole. The door clicks and Ben pushes it open with a hesitant push of his hand. He walks in and is surprised at the interior. A large bed lays in the middle of the room and a small nightstand lays next to it. The bed is covered in a flower patterned blanket and a small white lamp is sitting on the night stand. Ben smiles a little at the smell before closing the door and walking over to the bed. He kicks off his shoes and jumps on the soft bed. He sighs at the softness and looks up at the old white ceiling. _

_"I'll worry about this 'new dimension' thing in the morning." Ben says with a small yawn. He takes off his jacket and chucks it in a corner before wrapping himself in the sheets. Bright green eyes droop before closing and soft breathes are heard from the bed._

_End of the Flashback._

Ben smiles softly before jumping of the roof. He grunts as he lands on a bush and jumps to his feet.

"I _really should of thought that out before jumping." _Ben thinks as he shakes of the shakes in his legs. Ben sighs as people look at him and whisper in their weird dialects. They varied but the main phrase used was.

"Where did he get those cloths? And is he a visiting for the festival?"

Ben grumbles to himself and starts thinking.

"_I'm in a new dimension and I have no idea where I am or whats on this planet?"_

_"So where could I get the best source of info. quickly and easily?" _Ben asks himself and he snaps his fingers. He looks around and sees a man sitting at a small table. He walks over and asks a question.

"Um, excuse me...Where is the library?"

The man looks up surprised by the voice but he points to a small building at the end of the street. Ben follows his finger and nods before turning back.

"Thanks!" Ben says while running toward the small building. He frowns at the size but shrugs his shoulders before walking in the store. He looks around the store and notices a history section. He walks over and his jaw drops at the amount of books. The entire shelf is covered in books that title's range from 'The beginning of Humanity' and 'How Dust gave humanity a chance to live.' Ben shakes his head and whines.

"I have to read all this!?"

He hears a harsh 'shush' and Ben whispers.

"Sorry!"

Ben looks around and notices something that looks like a computer. He walks over and pushes a button. A holographic screen pops up and Ben blinks at it. He grins and types in 'history of the planet.' He glares at the screen as thousands of search results appear on the screen almost mockingly. He looks around and sees no one. He smiles and pulls up the Omnitrix. He dials through it and frowns a little.

"Come on.. Where are you? Ah, there you are..." Ben says with annoyance before switching to happiness. He slaps the small dial down and grins as he feels his body change. His body slowly melts into a small green and black puddle before reforming into a vague human shape. The Omnitrix symbol moves to his head and becomes his eye.

"Upgrade!"

_Omnitrix database_

_Name: Upgrade_

_Species: Galvanic mechamorph_

_Home planet: Galvan B_

_These beings did not come into existence naturally. Azmuth, the creator of the Omnitrix, had tried making Galvan B habitable but the Galvanic mechamorphs came into existence instead. In mere days, they and the Galvans ,created a civilization and became widely liked in the galactic community. They have the ability to merge with almost all technology and make it better. They can also split themselves into smaller beings but this is only possible if the Galvanic mechamorph had absorbed an animal mechamorph. They are weak against acids, electromagnetic pulses, and magnetic fields. This is one of Bens favorite original aliens._

_Database ends_

Upgrade looks himself over and smiles before merging with the console. The library attendant pokes her head around the corner and looks around for the bright green light. She shrugs her shoulders and walks away not knowing of the small bulbous head sticking out of the console.

"That was a close one..." Upgrade said before merging completely with the console.

"Lets see what this planet is about!" Upgrade says excitedly while he absorbs the info.

_Little bit later._

Upgrade jumps out of the console and slaps the dial on his head. He transforms back into Ben and Ben smiles a little at the info he had just acquired.

"_So this 'Dust' is a highly adaptable and moldable substance that can be used for almost anything and these 'Grimm' are beings that are said to have no soul or aura. And I'm on the continent 'Vale' and people named 'Hunters' and 'Huntresses' protect the people like heroes." _Ben thinks to himself while walking out of the door. Ben frowns as another thought comes to mind.

"_And these 'Faunus' people are humans that have 'Grimm' Dna in them and they are considered monsters by the populace. kinda like the Plumbers kids back home..."_

Bens thoughts are cut off by a loud explosion. Ben covers his eyes as the building across from him explodes. He opens his eyes and looks as the same men from last night run from the smoke. He blinks as people around him scream and run away as the men open fire with their rifles. Ben jumps behind a parked car and pokes his head around it but pulls it back as a shot rakes past his head. He flinches as the shots hit walls and explode before pulling the Omnitrix up to his eyes. He pushes the side buttons and watches as the symbols pop up. He searches and searches for the one he wants and he grins when found.

"Its' hero time!" Ben yells while grinning. He slaps the dial down and feels his body change. His body slowly turns into an ooze before a small UFO flies around it and pulls the ooze into a human shape. With bright green light, standing in Bens place is a green gelatinous humanoid being with a hovering UFO above its head. Certain parts of the ooze is pointing upward toward the small metal disk.

"Goop!"

_Omnitrix Database_

_Name: Goop_

_Species: Polymorph_

_Home planet: Viscosia_

_These unicellular beings evolved on the lava planet of Viscosia. They are gelatinous beings that are able to change into any shape possible and turn into corrosive acid if wanted. They need an anti-gravity projector to move around on different planet than their own and if they are separated the ooze is rendered inert until the projector retrieves it. The small UFO above their head is actually the organism itself and it can act independent to the ooze. This is one of Bens favorites as well but it is hardly used, unless needed. _

_Database ends_

Goop looks himself over before standing up. The armed men aim their weapons at him and just stare at him. One shakes out of his stupor and shoots Goop. Goops body explodes and the men grin thinking that they just killed him. They are all surprised when the UFO reforms Goop and Goop says.

"Now thats just rude.."

The men never get the chance as Goop flies over to them and melt away their guns. The swipe at him only for their fists to pass through his ooze. Goop grows his fists to large levels and brings them down on the crooks heads. They bounce into the ground and Goop stands as an energy blade pierces him. The grunt stares in shock as the blade dissolves in the body of Goop and he looks up. Goop is looking at him, his bright green eyes alight with unsettling giddiness before releasing a devastating punch to the grunts face. Goop looks around and sees many of the people around the area pointing and whispering about him. He turns his head around as sirens pitch the air and is about to fly off when a voice catches him.

"Are you a super hero?"

Goop turns his head around and looks down. A little girl is staring at him, her little cats ears are twitching with every sound and her blue eyes are staring at him full of awe and wonder. Goop looks around and bends down. He pats her head and says with the high-pitched scratchy voice.

"That I am, little one. There's no need to worry about those type of people any more."

The little girl gasps and Goop chuckles before eye smiling. He stands up and gives everyone a two-fingered salute before flying away. Cop cars pull into the scene and get out of their cars. One of the men walks up to the little girl and asks.

"Who did this to the bad men?"

The little girl smiles a crooked smile and says.

"A superhero did."

The cop blinks at her and waves it off before moving on to other witnesses.

_Back with Ben_

Goop hovers in the sky for a few seconds before dropping down into an alley. He reforms and slaps the dial on his UFO. With a bright green flash, Ben stands in his place and Ben is grinning from ear to ear. He walks from the alley and into the streets and he was about to go home when his stomach rumbles. Ben grabs his stomach and whispers.

"Need smoothies and chilly fries..."

He looks around and sees a sign that says 'Frozen beverages!' and Ben grins at the sign. He runs over to the shop and pushes open the door. People are all around and they are slurping on some smoothies and Ben couldn't feel happier. He is about to go and order when he realizes something. He doesn't have this planets currency. He slumps and walks out of the door. His stomach grumbles and Ben pats it.

"I know buddy. I know..."

He starts walking down the street when he notices something. It was a small shop and it had crystals on display. Next to the crystals it said 'We buy any and all crystals!', Ben nearly jumped in the air about that but he relents. He runs into the nearest alley, ignoring the strange looks he was given. He dials through the Omnitrix and finds the alien he wanted.

"I really don't want to use this form like this but I have no choice.." Ben says with a small frown but he slaps the dial down and changes.

His body changes from carbon into silicon and his bones become more angular and defined. Four spikes grow from his back and his skin turns into a light green crystal. His eyes become small and rectangular before he finishes,

"Diamondhead!"

_Omnitrix database_

_Name: Diamondhead_

_Soecies: Petrosapien_

_Home planet: Petropia_

_These silicone beings evolved on a floating piece of crystal named Petropia. They are made of a nigh indestructible crystal. They have the ability to control any and almost all crystals (Crystalkinesis) and can change the shape of their bodies at will. They are considered ageless due to their composition. They are highly weak against strong sound waves due to their crystal nature. He can become stuck if his crystals on his back are lodged._

_Database end_

Diamondhead raises his hand and a large green crystal raises from it. He grimaces at himself and punches the crystal. It shatters and falls to the ground in multiple fragments. Diamondhead slaps the dial on his chest and reverts back to Ben. Ben is frowning at the crystals but he sighs and collects them. He puts them in his pants pocket and walks out of the alley.

"_I really don't like doing that..." _Ben thinks as he walks into the store. He had gotten over using the Omnitrix for his personal gain but he needed the money until someone or he somehow finds a way home. He walks up to the cashier and thinks.

"_Time to exchange.."_

_A few minutes later_

Ben walks out of the shop with a small smile on his hand. He turns around and chuckles at the shop keepers face as he looks at the crystal. The man had literally given him the cash register when he had shown him the crystals. Ben now had enough money to last him a long while and he still had some crystals for extra when needed. He walks back to the smoothie store and walks up to the cashier.

"I would like 1 ham and chocolate smoothie please?" Ben says with a small smile. The cashier looks at him with an incredulous look on his face before saying.

"3 lien please?"

Ben hands him the coins before looking up at the TV. He nearly face plants as Goop appears on the screen and the headline under it says 'Is there a new hero in Vale or is it just a delinquent?' Ben glares at the TV but blinks as he hears his order be called out. He walks over and grabs the drink before walking over to a lone seat. He sips the drink and is satisfied at the flavor. He smiles as some of the people from the fight are saying good things about him and frowns a little at the bad things said. He shrugs his shoulders. You have to win some to lose some.

_At Beacon academy lunch room_

Team RWBY and JNPR sit around their table eating their lunches. Small ringing noises catches their attentions and they all bring out their scrolls. The fight scene plays across it and various reactions are seen. Nora, and Ruby look at the fight with child like awe and excitement at the possibility of a superhero. Ren and Blake stay quiet and watch the video play out. Yang just looks at it with a grin before punching Blake's shoulder. Pyrrha stares at it with confusion and Jaune stares at it with determination. Weiss is analyzing the video before shaking her head. Yang speaks first.

"Apparently, you were right Blake."

Blake glares at her but smiles at the end. Team JNPR look at the others with confusion.

"You've seen this person before?" Pyrrha asks with a raised eyebrow.

"Blake has but she seen a blue flying mothman that could breathe ice." Yang says with a shrug of her shoulders.

Nora gasps and says "I wonder if he could fly, shoot laser beams from his eyes, and Maybe he can shoot missles from his back!"

Weiss humphs and snobby remarks.

"It's probably some delinquent with a special semblance, looking for attention."

They all just stare at her but Jaune breaks the silence. "Maybe we can go look for him/her or it and find out who it is?" "_And I can ask for some training lessons as well." _Jaune finishes with the last part in his head. Nora jumps up in her seat and starts bouncing up and down saying.

"Yeah!"

They all nod and stand up as the bell rings for the next classes to start. They wave at each other before walking to their respective classes.

_Back with Ben_

Ben smiles and pats his stomach as he makes his way back to the hotel. He kicks a small tin can across the street into a trash can. He pumps his fist and says.

"Score!"

He waves to the old woman before walking into his room. He kicks of his shoes and stares out of the window. The sun was setting and Ben was feeling a bit tired. He yawns and pulls of his jacket before throwing it with his shoes. He jumps on the bed and sighs at the comfort.

"Come on guys..Find a way to get me home. I don't want to stay here for ever." Ben says before rolling over and falling asleep. He can take a shower in the morning.

_The next morning_

Ben stretches as he gets up and throws the sheets off of his feet. He smiles grogilly and pulls out his cell-phone. He scrolls through the apps and puts on some music. 'On my own' by Ashes remains blare throw the small speakers and fill his ears as he enters the shower. As the lyrics enter his mind he feels him self drifting away. He thinks of his friends and family back home. The lyrics 'I don't want to fight alone any more!' remind him of his bad habit of shouldering everything. The water hits his eyes and he blinks the water from his eyes and continues washing. After about 5 minutes of washing he steps out and dries off. Before walking out into the room, Ben looks at himself. His brown hair is still matted and blown out and his green eyes are still green and cheerful. But he feels empty and he doesn't have any one there to take that away. He grabs his phone and turns off the music before scanning through the apps again.

He finds the 'gallery' app and open it. He taps the folder that said 'family' and scrolls down it. He stops on the picture of him, Gwen, Kevin, Rook, and his family standing in front of a smiling grandpa Max. That was for his birthday and Ben still remembers the food fight that happened. He couldn't get the icing out of his hair for over a weak! He goes down to another picture and whines. It was him in his human form being crawled over by little Necrofriggians. After Big Chills offspring flew away, Ben always felt a connection with them. He knew when they were scared, when they were hungry and happy. A few months before the transport accident, they all arrived at his home looking for 'Mommy' as Kevin had put it. Kevin had a black eye after that and a bruised rib.

Ben had a very hard time telling his parents about their 'grandchildren' but they warmed up quickly. Kevin had given Ben the nickname 'Mommy' and for some reason it stuck. Ben was proud of one thing though, he was a very good mom. He taught them all how to speak, write, and many other things. His entire room was covered in drawings from his little ones and Ben couldn't have been happier. Ben closes the app and smiles a little. He can still feel his connection to them but it was faint. He could feel their distress and he could only soothe it. That didn't help much and they just cried louder. Ben nearly bends down at their pain but he calms them by thinking.

"_It's okay, my little ones. Mommy is just fine. I'm just on a long vacation trip. Stay with grandpa and grandma, alright?"_

He hears their cries but he smiles as they relent. He raised them to listen to him, and his family. Ben grabs his shoes and puts them on before walking out of the door. He breathes in the morning air and smiles before grabbing his syomach. It growls loudly and it hungers for food. He waves toward some people as they walk past and Ben takes off in a light jog to the smoothie place. He pushes open the door and smiles at the cashier. He walks up and orders, a chocolate and grasshopper smoothie. The cashier blanches but takes the lien and walks to make the strange smoothie.

"Thats a strange smoothie flavor, young man." Says a strange but aged voice from behind Ben.

He turns around and blinks at the man. He stood above Ben by at least a head and his silver hair framed his green eyes. Thick rimmed glasses cover his face and he was wearing a strange outfit made for a teacher. Ben raises an eyebrow at the steaming coffee mug but shrugs his shoulder before saying.

"It's actually pretty good, once you try it at least.."

The cashier returns with Bens smoothie and hands it to him. Ben grabs it and says "Cheers!" before walking over to a table. The man follows him and takes a seat and Ben asks the first question.

"Okay..What do you want?"

The man pushes his glasses up and responds.

"I believe that it is polite to introduce ones self before any conversation is started?"

Ben sighs at the old saying and looks at the man.

"Benjamin E. K. Tennyson or just Ben 10." (**Authors note: I added a middle name.**)

The man nods and sticks out his hand.

"Headmaster Ozpin of Beacon academy." Ben widens his eyes and hesitantly shakes his hand. This man was the famous headmaster of Beacon? He didn't look like much but appearances can be deceiving. Ozpin takes the initiative and brings up a video. Ben watches the video and narrows his eyes. It was pictures of Goop and the camera was zoomed in at the Omnitrix symbol. Ben looks up and says with a small growl.

"What do you want?"

Ozpin raises an eyebrow at the young man and leans forward.

"How do you know its 'you' that I want to talk too?"

Ben scoffs and slurps on his smoothie. "You look like a smart man and I kinda can't hide the symbol, now can I?"

Ozpin is surprised at the observation but he nods his head. He pulls out a large folder seemingly our of nowhere and lays it in front of him. Ben opens it and blinks at the papers. It was a registration form and it was for...Beacon Academy? Ben looks up and narrows his eyes.

"What is this?!"

Ozpin chuckles and sips on his coffee.

"I would like you to join Beacon academy and her students."

"Why?" Ben asks while pushing the holder to Ozpin. Ozpin frowns but grabs the folder and puts it away.

"You can help humanity win the war against the Grimm. And you can learn more about the world and I won't even ask you about your transforming ability." Ozpin says with an analytical gaze aimed at Ben.

"What would I get out of this?" Ben asks with a raised eyebrow and a slurp of his smoothie. Ozpin raises an eyebrow at the question but answers.

"You could learn to fight more effectively, meet new people, see new things, and stop living in that hotel, and become a hunter."

Ozpin finishes with a small flourish and Ben smiles a little at him. Ben frowns a little and answers.

"I hope that you know, that I will never kill someone if it can avoided?"

Ozpins smile leaves his face and it looks grim for a few seconds but he nods his head. Ben closes his eyes and ponders the offer.

"_If I don't go, I could stay here and protect the people in this town but I couldn't protect the planet the way I am now. But If I would go, free-living and food also the idea of not getting bored. Hell they might even know a way to get me home."_

Ben nods his head and sticks out his hand. "I've got nothing else to lose. I'll go to your battle school even if it's for the elimination of boredom and the chance of me getting home. You have yourself a deal Headmaster Ozpin."

Ozpin smiles and shakes his hand. Ozpin stands up and Ben follows with him. He finishes his smoothie and chucks it in the nearest trash can. Ben pumps his fist in the air and Ozpin chuckles before turning to face him.

"Can you make it to the school on your own?" Ozpins asks with a raised eyebrow.

Ben looks at him and smiles before walking off. He turns around and says.

"Of course I can! See ya later!"

Ben yells this before taking off in a light run toward the hotel. Ozpin chuckles at Ben before making his way through the crowd. He looks up at the rising sun and says to himself.

"This is going to be a very interesting year..."

_Back with Ben_

Ben runs past a shop but stops himself. He turns around and looks at the store. It was a convience store and it was having a '50% off' sell. Ben grins and runs into the store. Time to do some shopping!

_A few minutes later_

Ben grins as he looks through his new backpack. The backpack was a light green like Ben eyes, and it had black line running through it like Upgrades body. Ben smiles as he checks of a mental check list.

"_A few toothbrushes? Check! A tube of minty toothpaste? Check! Tube's of shampoo and conditioner? Check! Small random ball that I can bounch when bored? Double check! Ornaments for my bag? And Check! That's about it not counting my phone or any of that..."_

Ben pus the bag on his back and hooks the straps on the front. He adjusts it and checks the time.

"2:00 p.m.? I got some time left."

He runs into a nearby alley and pulls up the Omnitrix. He dials through it and finds the one he was looking for. He slaps the dial and his body changes into a small reptilian from. His face becomes elongated and his back grows into a jetpack with wings attached. With a green flash, a pterodactyl is standing in Bens place. Its orange colored armor shines in the light and its large yellow beak snap shut like a parrots. Two large wings that resemble gliders protrude from its back and move with every moment.

"AstroDactyl!"

_Omnitrix database_

_Name: Astrodactly_

_Species: Unknown_

_Home planet: Terradino_

_This unnamed species evolved on the lush and primitive planet of Terradino. They have some type of internal star power that allows them to fly with their jetpacks through the air at or past the speed of sound. When they fly, rings of energy are left behind and these can be used for distractions or an offensive attack. They can use their star power to form a multitude of weapons and theses vary from each one. They can survive in the vacuüm of space and they are weak against electricity. They seem to squawk with every sentence though._

_Database end_

Astrodactyl grins and grabs the bag in his large beak.

"Time for -squawks- school!" Astrodactyl says with a large grin and he shoots off into the sky. A few of the civilians near the alley way reported seeing some strange parrot like Grimm fly away the next hour though.

_At Beacon academy_

Astrodactly slows down and looks at the large school. It had two large towers in the middle with glowing green lights in them. Astrodactyl gave a thumbs up at that and he looked at the and noticed at how it looked almost catholic in origin. He shrugs his shoulders and lands on a stretch of side-walk. He slaps the dial down and reverts back to Ben. Ben grabs his bag and slings it over his shoulder. He starts walking toward the entrance or what looked like an entrance when he notices a package near the door. It had his name on it and Ben grabs the package. The note on the side said.

_"Dear, Mister Ben Tennyson_

_This package has in it, your school outfit, schedule, scroll, and many other items that are needed for your stay at Beacon academy. Find me later and I will take you to your room. May you have a nice day.._

_Ozpin."_

Ben blinks at the note and shrugs his shoulder before ripping it open. He grimaces at the uniform and pulls it out. He was so adding some green to this later. He grabs a small paper and looks at it. It has a locker number and combination on it. He puts it in his pocket and puts the uniform back in. He grabs his schedule and looks at the class that he was supposed to report to.

"Battle tactics with Miss Goodwitch? At least there's 1 class that I can look forward to.."

Ben sighs and stuffs it in his pocket with the locker number. Ben smiles and walks into the waiting halls of Beacon. Watch out Beacon staff and students, Ben Tennyson is here and he is ready to kick some major butt!

End chapter

**Authors note: Hey guys and girls! I hope that you liked the chapter and all that. I am sorry for any grammar or spelling mistakes made in this chapter. If anyone can figure out Bens mystery middle name, you get an imaginary cyber cookie. Heres a hint: It's a female name. Leave a review or any tips in the review section and sorry for all the redundants! Thanks for reading.**

**This is Luckyplains13 signing out.**


	3. Introductions and questions

Ben 10 and RWBY crossover

Omni: The shapeshifter of Remnant

"person or creature speaking."

"_Person or creature thinking."_

**Authors note: Hey guys and girls! Thank you for all the great reviews and tips that you have given me. It makes me blush, thinking that I can make a good and interesting story. I am sorry for any grammar or spelling mistakes last chapter and the ones that I will make this chapter. Also, Bens mystery middle name will be revealed this chapter and If you wish to be my friend on Xbox, send a friend request to Luckyplains13. Thanks or reading and enjoy the chapter! Ja'ne!**

Chp 3: Introductions and questions.

Ben whistles lowly at the size of the hallways. Humongosaur cold fit in them and still have room to move albeit stiffly. He looks down and frowns at his ...what was it called? A scroll, if he was correct? To Ben it looked like an advanced version of an iPad or tablet, but from the note left it was used by the students for fighting reasons.

"_Note to self: Go 'Upgrade' and upgrade this thing to make it easier to use.." _Ben thought to himself as he looks around for a door. He notices one and pulls out his schedule. He blinks and grins at the door number.

"This is it, huh?"

Ben smiles a little and sits his bag down before raising his hand up. He clenches his fist and knocks lightly on the door. He hears hushed loud voices quiet down and footsteps approach. He stands up straight as the door opens. He blinks at the figure. It was a blonde haired woman whose eyes glare into his and seem to analyze his very soul. She was wearing a white frilly blouse and it was accompanied by a long purple coat. She looks at him and asks.

"You must be the new student.."

Ben smiles and nods his head. She looks at him for a few seconds and motions for him to stay in his spot. He blinks but shrugs his shoulders at it. Maybe she was going to introduce him to the class?

_With Ms. Goodwitch_

She looks at the new student with narrowed eyes. He looked like a scoundrel to her but who is she to question Ozpin and his pickings. She waves for him to stay there and he juts shrugs his shoulders. She closes the door and walks to the front of the class. She clears her throat before saying.

"Class, we have a new student joining us today. Please welcome him warmly and treat him with kindness."

Glynda walks over to the door and waves the new student in. The new student walks in and some of the students raise eyebrows at his attire. He was wearing a white hoodie with green stripes on the right side and a circled 10 on the left shoulder. He was wearing a pair of khaki pants with white and black shoes. His brown hair is tussled and points upward and his green eyes sparkle with mischief and nervousness. Glynda looks to the student and says.

"Introduce yourself.."

_Back with Ben_

Ben grabs his bag and throws it around his shoulder as he walks into the classroom. He looks at the students and flinches at their stares. He walks to the front and waits for something to happen. The blonde haired teacher next to him speaks first.

"Introduce yourself..."

Ben gulps and speaks his name out to the classroom.

"My name is Benjamin E. K. Tennyson and I am happy to be one of your classmates."

The room falls silent and the teacher nods before pointing to a seat in the middle row.

"You can sit there Mister Tennyson."

Ben nods in thanks and grabs his bag before walking up the stairs. Some of the people stare at him and Ben stares back at them. Some look away at the stare and some just smirk at the challenge. Ben sighs and finds his chair. He puts his back pack down and pulls out his text books. He lays them on the desk and pushes to the page that they are studying. he sighs to his self and thinks.

"_I hope those extra lessons with Gwen, pay off..."_

The teacher nods and pulls out her scroll before pulling up a diagram. Its shows the names of the people and Ben looks for his. He smiles as he finds his near the bottom but tilts his head as another name pops up next to his. It said 'Russell Thrush' and it had a number next to their names. The first group of people stand up and walk to the podium behind the teacher. She nods and gives them a loud.

"Begin!"

_A little later_

Ben frowns as the blonds haired kid is thrown away by the larger one with brown hair and a large mace on his shoulders. The larger one just screamed 'bully' and the small blonde haired one had the vibe of a 'class clown.' Ben looks up at their meters and raises an eyebrow at the levels. The brown-haired guys was in the yellow and the blondes was still in the light green. The teacher now named Ms. Goodwitch calls off the match and pulls up the next pair. Ben watches as the blonde haired guy walks to a group of people and he blinks at the screen. It had his head and the other guys on it. Ben jumps up and looks for the guy, he was facing. He finds him and frowns at the sight.

Russell, if his name was correct was hanging out with the bully. He had a green Mohawk on his head and a shoulder pad on his right shoulder. The boy just screamed 'punk' by the way he was dressed. He walks down to the stage and shakes his arms down. Two bracers slip down over his hands and he bashes them together before nodding toward Goodwitch. She nods and Ben walks down the stairs to the stage. He lays his bag down and walks to the stage. He stands at the opposite end and does nothing to the confusion of the other students. Glynda looks at Ben and asks.

"Aren't you going to deploy your weapon?"

Ben smirks a little and says.

"I already have it ready to go.'

Goodwitch raises an eyebrow but shrugs her shoulders. She raises her hand and yells.

"Begin!"

Bens opponent takes off in a sprint toward Ben and raises his fist to punch him. He doesn't get the chance as a bright green flash takes the students and teachers by surprise. Russell covers his eyes and stares at the green light before stepping back in fear. The other students also gasp and ask.

"What in the name of Dust is that?!"

Standing in Bes place was a large bipedal wolf. Its legs are bent backwards at a weird angle and its torso was covered in a black and green body suit. From its head was a large and protruding snout and it had lines running across it. Its arms are giant compared to Russell's and its hands were covered with sharp claws that shined in the light. The being looks up and speaks.

"Blitzwolfer! (It's the one from Omniverse...)

_Omnitrix database_

_Name: Blitzwolfer_

_Species: Loboan_

_Home planet: Luna Lobo_

_These canine like beings evolved o the moon that orbits Anur Transyl. To many they look like normal bipedal wolves but that is not the case. They come in a variety of dark colors and are considered to be animalistic and very unintelligent by most standards. Their mouths can separate into multiple mandibles and release a high pitched sonic howl. Their feet can act a a second pair of hands if needed and their claws have been known to be very sharp. Their only weakness however is loud noises due to it can hurt their sensitive hearing. Ben didn't like using this form that much after the Kai Greene incident but he came around after Anur Transyl._

_Database end_

The large wolf now name Blitzwolfer looks at Russell and grins. He takes off in a surprising burst of speed and punches Russell in the gut. Russell feels his lunch come back up and he flies across the room into an adjacent room. Blitzwolfer stands at ready and sidesteps Russell as he charges at him. One kick later and Russell is flying across the room again. He recovers and charges at Blitzwolfer. He lands a solid punch and looks up. His fist was buried into the wolfs stomach and he was just grinning.

"Nice try, my friend but no dice." Blitzwolfer says while cocking back his fist. His fist impacts with a loud crash and many could hear bones breaking. Russell flies back and skids across the room before stopping. Blitzwolfer grins and looks at the screen. He frowns as Russell's energy was in the deep dark yellow but not in the red. He looks to his left and sees Russell's fist again. He jumps back and lands before opening his mouth. To the others amazement and disgust, Blitzwolfers mouth splits into 4 pieces and releases a green sonic howl. It knocks Russell out before he could even hit the ground. Blitzwolfer grins and slaps the dial on his chest reverting back to Ben. Ben has a small smile and he looks toward the still awed teacher.

She shakes out of her stupor and says.

"Winner, Ben Tennyson by knockout and aura depletion!"

Ben smiles and walks off the stage before grabbing his bag. He looks up and smiles as the bell rings, to signal the end of that class. He noticed that the group of people that the blonde haired boy went to was staring at him in confusion, awe, fear, and intrigue? Ben shakes his head and walks out of the room with a whistle.

_With the others_

Team RWBY and JNPR stare at the brown haired boy as he walked out of the classroom. They all have varying reactions to the transformation. It was mainly shock and awe but they had a bit of fear in their faces. Ruby blinks and rubs her eyes and asks.

"Did I just see that correctly?"

The others just nod at her and Ruby blinks. She looks at the clock and says.

"Come on, We're going to be late for lunch."

The teams grab their bags and items before following. They arrive at the lunch room and take their normal seats. Yang looks around for the new kid and finds him grabbing some food at the lunch line. She smiles as he looks around for a seat and she waves him over.

"Hey, new kid! You can sit over here!"

The others look at her with raised eyebrows and she just smiles. The new kid walks over and grabs a chair before sitting down at the far end of the table. They let him sit down and take a bite from his salad before Jaune asks.

"Umm…How did you transform into that wolf thing?"

_Back with Ben_

Ben smiles as he takes his first bite of the salad. He started eating them when he noticed, how good they were. He doesn't get a second bite in when the blonde haired guy asks a question.

"Umm…How did you transform into that wolf thing?"

Ben chuckles to himself for a second before saying something that makes the others blush.

"Isn't it considered polite if the others introduce themselves before the question can be answered? My name is Benjamin E. K. Tennyson by the way.."

The entire table blushes in embarrassment at the saying before Ruby starts them off.

"My name is Ruby Rose and that was so cool at how you transformed!"

Ben looks at the red and black-haired girl and is surprised at her eye color. The blonde haired girl takes off next by saying.

"My name is Yang Xiao Long and that was pretty good at how you beat one of Cardin's goons.."

Ben smiles at the compliment and looks to the black-haired girl.

"Blake Belladonna…"

Ben frowns at the shady nature but he is happy that she introduced herself. "_Time to break someone out of their comfort bubble…._" Ben thinks with a grin on his face.

The white-haired girl goes next and Ben frowns at how she acted.

"My name is Weiss Schnee and I am also interested at how you transformed…"

Ben looks at the 4 girls and blinks at the first letters of their names.

"It spells RWBY, correct?"

They nod and Ben looks toward the other 4. The blonde haired gut goes first and Ben smiles slightly at his nervous introduction.

"My name is Jaune Arc.."

"_He must have under confidence issues or the pressure of a family burden? I'm going to fix that very quickly…" _Ben thinks to himself as he looks to the red haired amazon girl next to Jaune. She looks at him and smiles lowly.

"My name is Pyrrha Nikos and it is a pleasure to meet you, Ben."

Ben looks toward the black-haired boy and is surprised at the orange haired girl next to him. She was bouncing up and down in her seat and to Ben she looked like, she was in a sugar high. The black-haired boy was about to speak but the orange haired girl interrupts.

"Hi! My name is Nora Valkyrie and this is Lie Ren and can you transform again? Maybe you can transform into a giant that could shoot lasers from his eyes! Oh maybe you can transform into the doggy form!"

Ben blinks at the orange haired girl and he looks toward the others. They are just smiling at her antics and Ren was just eating his soup without a care in the world. Ren nods to Ben and Ben nods back before turning back to Jaune.

"You wanted to know how I transform, correct?"

The others nod their head excitedly and Ben is about to answer, when Yang interrupts with a teasing smile.

"What's the E. K. in you name stand for?"

Ben blinks and flushes lightly. "Those are my middle names and I don't want to say them…"

Yang grins and looks at him with raised eyebrows. Ben shuffles his feet and looks upward at the others. They are smiling at him and Ben gulps before saying his full name.

"Benjamin Elizabeth Kirby Tennyson.."

The others blink at the names before saying them on their tongues. Yang smiles at the name and waves Ben to continue. Ben looks at them with a tilted head. They weren't going to make fun of his middle names? He smiles at this before explaining his transforming abilities.

"I can transform due to my semblance…"

The others blink at the answer and look toward each other. Weiss narrows her eyes and says.

"I've never hear of a semblance like that? Do you have any proof?"

Ben sweats at the question and mentally slaps himself. "_Good going Tennyson! You just gave them a reason to question you further! I'm going to need a distraction…"_

Ben blinks as soft crying catches his ears. He turns toward the noise and feels his anger bristle at the sight. The brown-haired guy now named Cardin was picking on some poor Faunus girl. The others of his team were jesting and laughing at the poor girl. Ben growls lowly and stands up.

"Hold that thought…"

He starts walking toward them despite the others complaints. Cardin notices him and he drops the girl's head. She looks up and notices Ben. She widens her eyes and covers her head preparing for more teasing. It doesn't come and when she opens her eyes, a handkerchief is in front of her. She looks up the arms and blinks at the motherly smile Ben was giving off. She grabs it and scoots away. Cardin scowls at Ben and Ben looks up at him with a fierce glare. Cardin backs off as the glare reminds him of his mother.

"If you ever pick on someone again, I will hurt you…" Ben says with a growl and he tapers off into a maniacal grin at the end. Cardin growls back at him and says.

"You and what army?"

Ben smirks and says.

"I'm so happy that you said that.."

Ben pulls up the Omnitrix and dials through it. He finds the alien he was looking for and he slaps the dial down. A bright green light takes over the room and Ben smiles to himself as he feels the change. He feels his skin be encased with natural red armor. His head grows and his head is covered with a crest. His hands split into four fingers and his eyes become small and slitted. The green flash disappears and in Bens place is large red mollusk.

"Water Hazard!"

_Omnitrix database_

_Name: Water Hazard_

_Species: Orishan_

_Home planet: Unknown_

_These mollusk like beings come from an unknown planet in the Andromeda galaxy. They come in a variety of colors that range from red to blue. Their entire body is covered in organic armor that is considered to be one of the hardest in the universe. They have the ability to absorb moisture and shoot it from the potholes in their hands. These beings are very durable to physical attacks but they are very weak against energy attacks. This is one of Bens favorites and he likes the way he speaks._

_Database ends_

Cardin backs up in fear as he gazes into Water Hazards glowing eyes. Water Hazard lifts his hands up and says with his watery voice.

"Say 'ah' you pathetic waste of space…"

Cardin doesn't get the chance when ice-cold water impacts him roughly and sends him across the room. He hits the wall and leaves a crater in it. He groans and falls to the ground unconscious with his eyes swirling. Water Hazard looks at the others in Cardin's group and motions with his thumb.

"The same goes for you three. Now scram!"

They nod quickly and run over to get the unconscious Cardin. Water Hazard turns around and looks at the brown-haired girl. She is looking at him with great fear and also thankfulness. He bends down and reaches out his clawed hand. She takes it and he pulls her up to her feet. He gets behind her and points to the table that he was sitting at. She looks up at him and he smiles or what you could call a smile in this form. She walks over and nervously grabs his chair and sits in it. She starts rubbing the honey from her face but she whimper slightly as the honey just spreads. Water Hazard chuckles and he grabs the rag and wets it with his water. He starts rubbing away the honey and sticky with practiced care. He sighs to his self and thinks.

"_Thankfully I'm a mother or I would be doing this roughly or wiping it the wrong way…"_

He finishes and looks at the girl and asks.

"What's your name?"

The Faunus girl looks up and says with a stutter.

"V-v-velvet Scarlatina…"

Water Hazard smiles and he sticks out his hand. She grabs it and Ben shakes it with great care. He didn't want to break her hand.

"It's good to meet you Velvet. My name is Ben Tennyson or in this form Water Hazard."

Velvet looks up at him and hugs him. Water Hazard chuckles and he pats her head. They both hear some chuckles and voices of approval from the group. Water Hazard looks up and blinks a little. Blake is smiling at the girl with happiness and Ruby is looking at him with awe. The others are the same way and Water Hazard chuckles lowly. He grabs another chair and pulls it to the table. He sits down and the chair groans from the extra weight. He nearly tips over when Ruby zooms over to him and starts poking his armor. He chuckles at her face and says.

"You can hit it, if you wish.."

Ruby looks up and grins. She deploys her massive death scythe and swings it at him. The scythe bounces off and Ruby looks at the armor in awe. It didn't have a scratch on it and water hazard looked very smug. She tries again and again but to her shock, the same thing kept happening.

"What is that armor made of?"

Water Hazard chuckles and looks at the others. They are looking at him with small grins and Water Hazard sighs. This was going to be awhile.

_A few minutes later._

Water Hazard stands at attention as he feels Weiss rapier bounce against his armor. He hears her curse and chuckles before looking at Blake. She pulls out her strange ninja weapon and shoots him with it. The bullets bounce harmlessly off and Water Hazard smiles a little before feeling himself be pushed forward by Noras grenade launcher. He turns around and smiles at her and he grins as she glares at him. The bell rings and Water Hazard says under his breath.

"Finally…"

He slaps the dial on his chest and transforms back into Ben. The others stare is slight shock at the transformation but they shrug it off. Ben grabs his bag and walks to his next class. The Grimm studies with Professor Port.

_A little while later_

Ben slams his forehead into the desk and groans. Professor Port was a kind man but he let his personnel stories get ahead of him and he spoke with very complex words. Thinking about it made his head hurt and he glances up as his name is called.

"Would you like to demonstrate the true qualities of a hunter, Mister Tennyson?"

Ben blinks and looks around. He sees a rumbling and growling cage at the other end of the room. He shrugs his shoulders and walks down to the ground floor. He stands at ready and Professor Port nods and he raises his Blunderaxe in the air. He brings it down and a large bear like Grimm bursts through the cage. Ben looks at the bear with wide eyes but he shakes it off. He dials through the Omnitrix and finds the alien he wanted. He slaps it and grins as his body shrinks and his very matter turns into sound. His body is surrounded by a white containment suit and his back grows a large Mp3 player.

"Echo Echo? I was going for Humongosaur but this works."

_Omnitrix Database_

_Name: Echo Echo_

_Species: Sonorosian_

_Home Planet: Sonorosia_

_These small beings are actually living sound waves. Their white containment suits are made of silicon due to their potential to harm others in the vicinity. They have the ability to release an ultrasonic scream at any frequency imaginable. This can overload machinery and stop projectiles mid-flight. They also have the ability to duplicate themselves like the Splixons but they are not connected in any way. They can also make sound walls for protection, use echolocation, and transmit sound waves through communication devices._

_The evolved versions of these beings are vastly different in appearance. They still wear containment suits but these are made of metal instead of silicon. They have greater control of their powers and they can release more than one sonic scream. They have the ability to create a sonic force field that is strong enough to stop a mini nuclear bomb. They have now obtained the ability of flight or hover in place and they can now live in the vacuüm of space. Their bodies are covered in small metallic disks that can release sonic screams at a higher frequency than normal. They are fairly weak against electricity and the evolved form can be magnetized with enough force._

_Database end._

The large Ursa looks at the small white being in confusion. It is joined by the other students and Echo Echo just smirks at them. He duplicates himself and he waves the Ursa toward him. It roars angrily and charges at him but the small form of Echo Echo allows him to dodge easily. They surround the large bear and our resident silicon covered cutie smirks and orders.

"Echo Echo's!" The other clones look at the lead one and he says. "Echo chamber!"

They all open their mouths and release a loud screech. The students cover their ears and look at the small being. Something that small can do that much damage?! The large Ursa however couldn't cover its ears and it took the full brunt of the attack. It roars and tries to swipe the small nuisances away but to no avail. With a large groan, it falls to the ground unconscious and the Echo Echo's stop their assault. Professor Port stands up after the dizzying sound attack and says.

"Marvelous my boy! Now finish of the beast and we can all be dismissed."

Echo Echo looks up at the man and says with his small metallic microphoney voice and says.

"No…"

Professor Port blinks and asks with a dumbfounded voice.

"What did you say?"

"I will not kill an innocent animal. I am a hero and I protect all, who need protecting. Human or not, be damned.." Echo Echo says with a crossing of his arms. He looks toward his clones and nods. They walk over and pick up the large bear with surprising strength. The lead Echo Echo looks at the teacher before walking over and helping the clones move the bear. He kicks open the door and waves the others through. The small clones and the large bear shuffle out of the room with the latter unconscious. Team RWBY and JNPR stare at the still open door with dumbfounded expression.

"Well…We've learned something today…" Ruby says with a small smile on her face. The others look at her with raised eyebrows that say 'What did we learn?'

"Ben doesn't like killing things…."

The others frown and look toward the open door. Ruby frowns a little and thinks.

"_Why didn't you kill the Ursa Ben? Why didn't you kill it?"_

_Back with Ben._

The Sonorosians lay the large Bear down and recombine with the lead one. He taps the dial on his head and with a flash, Ben stands in his place. Ben frowns and looks at the large bear before walking over to it. He lays his hand on its belly and smiles at the small kick he feels. He hears the soft breathing and smiles in happiness. He sits down and leans against the large bear with a soft sigh.

"You're gonna be a mother soon, aren't you?" Ben says to the open air. The bear doesn't stir and Ben smiles at that.

"The others didn't see the small life in you but I did. And I won't kill an innocent life that hasn't been born yet." Ben smiles as he says that.

He looks up at the setting sun and smiles as the little twinkling stars come into view. He stands up and pats the large bears head before saying.

"My little ones are out there and I hope they can survive without their mother for a little while. But they are so getting spoiled when I get home."

Ben stands up and pats the bears head once more before walking back toward the school. He never notices the small red eyes following him or the soft grunt that was made after he left.

_Back at the school._

Ben whistles a tune as he walks through the halls toward Ozpins office. He passes some students who point at him and some even back away in fear. Be frowns but he shakes it off when he arrives at Ozpins office. He knocks and waits for a reply.

"Come in..."

He pushes open the door and nearly trips at the sight. Ozpins entire desk was covered in coffee mugs.

"_He must really like his coffee.." _Ben thought to himself as he walked up to the desk. Ozpin looks up and smiles.

"Here for you room number, I assume?"

Ben nods his head and Ozpin pulls out a small key. He hands it to him and Ben looks at it. It looked like a data chip and Ben just tilted it. Ozpin chuckles at the face and says.

"You put it in your scroll and it takes you to your room."

Ben makes an 'oh' sound and takes out a small thin piece of metal. Ozpin raises an eyebrow at the piece of metal and nearly chokes as Ben flips it open into a high-tech scroll. Ben inserts the chip and smiles as directions appear on the screen. Ben waves in thanks and is about to walk out of the door. But Ozpin stops him.

"How did you upgrade your scroll without us knowing?"

"Lets just say that I have a transformation that can 'upgrade' and become any piece of technology. That form really comes in handy."

Ben smiles and walks out of the door and Ozpin smiles under his mug. Goodwitch walks in a few seconds later with a raised eyebrow.

"Whats got you so happy?"

"Oh nothing~~~" Ozpin says with a sing song voice. Glynda frowns and says.

"It's about Mr. Tennyson isn't it?"

Ozpin smiles and Glynda smacks her forehead. Why did she take this job again?

_With Ben_

Ben looks down at his scroll and smiles as he comes to a door. He swipes his scroll over the lock and it dings allowing him to enter it. He blinks at the rooms interior. The blue carpet was fading and it gad a small layer of dust on it. Some cob webs hung from the corners and the spiders that inhabited them looked at Ben with their eight eyes. He looks around for the bed and sees it and deadpans. It was just a mattress with some small white sheets. Ben lays his bag down and says.

"Time to do some cleaning.."

He pulls up the Omnitrix and dials through it. He finds the alien he was looking for and slaps it down. A bright green flash is seen from the clouded window and various 'zooming' noises are heard.

_About 30 minutes later._

Ben smiles at his now decorated room. The carpet was now a nice dark blue and the little spiders have new homes in the forest. The Bed was sitting next to the window and it was covered in a silky soft fabric curtsey of SpiderMonkeys silk. It was hard to get the light blue but that was easily fixed. He used Fasttrack to get the cleaning and moving done. He looked at his nw uniform. The old didn't have any green, blue, or pink in it! He fixed that by making a completely new uniform with SpiderMonkeys help again.(It's a normal Beacon uniform but instead of having the gold lining it is a bright green, and the tie is blue with the vest being a light purple or pink. I'm not very good with fashion. Sorry.) Ben smiles and jumps in his bed and snuggles into the beds sheets with a happy sigh. He grabs a small picture frame of his new night stand, that he acquired quickly. He looks at the picture frame and gives it a kiss before falling asleep.

It was a picture of him, Gwen, Kevin. Grandpa Max, his mother and father, and all of his other family members and friends. Ben was being surrounded by his little ones and Ben is hugging them all to his chest with a soft smile on his face. This picture was taken a month before he was teleported.

_In the time continum._

Bright colors could be seen and various images would blink in and out of existence. A man was seen walking past these images with a small smile. He was wearing a lad coat and his right hand was covered in a metal gauntlet. This man was Professor Paradox and he was on a mission.

"Where did you go young Ben?"

He frowns but smiles as he comes across a picture of the sleeping Ben.

"Ah, you went to that universe didn't you?"

His smile drifts as he replays the kiss of the picture and he says.

"I'll make my appearance tomorrow. And I need to bring some people to visit him, don't I?"

The man shrugs before teleporting. Oh, Bens family is going to be overjoyed when they know that he was alive and well. But they aren't going to be happy with what Paradox was going to do though. Bens little adventure was about to get a lot more interesting and cute at the same time.

End chapter.

**Authors note: Hey guys and girls! I have to take back the update on 'Guardian of the ocean' due to a report due soon. Sorry but summer vacation is almost here and I will update it! I am sorry for any mistakes in this chapter and if anyone can draw a picture of Ben in a Beacon uniform, it would be greatly appreciated. Or if you want to draw a poster for the story, that's cool. Just leave a link with said picture and thanks to anyone who tries it. If you guessed right for his middle name, you get a cookie! If you got the hint at the end, leave what you think it is, in the review section. Thanks for all the reviews and everything else!**

**This is Luckyplains13 signing out!**


	4. Motherly protectiveness and the Rath!

Ben 10 and RWBY crossover

Omni: the shapeshifter of Remnant

"Person or creature speaking."

"_Person or creature thinking."_

**Authors note: You my good friends are just awesome. You guys and gals have been giving me good reviews since the story started and when I look at my story and see some of the better writers saying how its a good story, that makes my day. It makes me write the story further and makes me ignore 'Guardian of the ocean.' That sucks but after I play Bioshock again, I should get my muse back. Thanks for everything and sorry for any grammar or spelling mistakes this chapter. !**

Chp 4: Motherly protection and training with the Rath.

Ben gingerly opens his eyes awaiting the suns bright rays. What he sees however is nothing but darkness and eerie silence. He sits up and looks around the darkened room. He sees his curtains and pushes them open. He frowns at the still rising sun and he nearly curses at the time.

"_5:00 a.m? I guess old habits do die-hard..." _Ben thinks to himself as he pops his back like a cat. He walks over to his closet and gets out his uniform. He frowns at it but he grabs it and his casual clothes. He lays the uniform down on the bed and walks into the bathroom with a small yawn. He starts up the shower and strips down. The warm water cascades down his light skin and Ben smiles at the welcome relief. His phone vibrates with music and Ben moves to the music with out him noticing. 'Stamp on the ground' plays over his speakers and Ben feet do just that.

He jumps out of the shower and grabs a towel. He dries off and wraps it around his waist with a small knot. He grabs the tooth-brush and adds the paste to it before brushing his teeth. His body sways from side to side and Bens eyes seem to twinkle as the song nears its end. He finishes the morning ritual with a swish of mouth wash and the song ends with a little ding. Ben pauses the phone and steps out of the bathroom with a smile on his face and a whistle on his lips. He doesn't suspect hearing another voice in his room.

"Some one looks chipper this morning? Would you like a gumball?"

Ben stops dead and he turns his head to the right. Standing there in the flesh is Professor Paradox and he had a teasing smile on his face. Bens brain slows to a stop and various 'error' codes are displayed. Happiness, embarrassment, and anger flashes across his face before settling on anger. Paradox blinks and widens his eyes at Bens face. He steps back a few steps and nearly shit's his pants at Bens face. It was shadowed by his hair and one bright white eye could be seen. Bens hair is flying behind him in long arcs and his mouth parts into a white void full of sharp teeth. Ben looks at him with his one eye narrowing and with a sing-song voice says.

"Oh Paradox~~~."

Paradox gulps and answers with uncertainty.

"Yes?"

Bens grin gets more maniac and he yells with a banshee scream.

"Get out!"

Paradox doesn't even need is glove to run from that area. Many of Bens enemies know of his motherly strength after his children returned. It is now considered taboo to attack his family, children, or interrupt his quality time with his children or his bathes. Paradox had never teleported so fast in his infinite life. He might've broke something in another universe but he nor the universe cares right now. No one wants a mad Ben 10 on their asses.

_In another universe._

A bright blond-haired boy is running with a grin on his face. His whiskers marks are fraying his face and his bright blue eyes sparkle with mischief. He jumps up a pipe and looks behind him as some men in uniforms pass him. He sticks out his tongue but blinks as a creaking noise catches his attention. The brand new pips is bending without any force acting upon it and the boy blinks as it breaks in half with him on it. He lands on the ground with a 'poof' and he looks behind him. A brown-haired man is glaring at him with a frying pan in his hand. His hair resembles a dolphins and he is wearing an apron that says 'Kiss the ninja cook!' He raises the pan in the air and yells.

"Eat your vegetables, Naruto!" Beofre bringing down on said Narutos head. Naruto looks in the air and screams in his head.

"_Fuck you, Kami_!"

_Back with Ben and Paradox_

Ben taps his foot impatiently as he stares at Paradoxs shaking form. His green eyes have looked on to Paradoxs form and he asks.

"Well?"

Paradox blinks and straightens up.

"Oh right. I have come to see how you doing in this universe, young Ben."

Bens glare intensifies and Paradox flinches.

"How am I doing? I am in some unknown universe across the bloody cosmos and I have with no way to talk to my family or little ones! How do you think I feel?" Ben says with a little hiss. Paradox flinches and he answers.

"Not good apparently. But I am here to fix that little problem."

Ben raises and eyebrow and asks.

"And how are you going to do that? Can't you just take me back with you?"

Paradox smiles a little at this and says with a flick of his watch.

"That I can Ben but you might want to reconsider you decision before you go."

Ben stands up and looks at him with a small glare. Paradox smiles at the interest in his eyes and he explains.

"When I found you, I decided to look into the future of this world with you in it. It was bright and prosperous and the Faunus, humanity, and Grimm were living in peace. And then I looked into the future that didn't have you. It was the complete opposite. Each of the species would hunt each other to extinction and your friends would all die without knowing what a family was. So, what will you do, Ben? Say here and help this world move along the right path or allow it to fester and infect untill it dies?"

Bens eyes shine with varying emotions. Confusion, sadness, happiness, and regret are the most prominent. Ben sighs and says.

"You already know my answer. This might not be my Earth but I promised to protect humanity and all sentient life across the cosmos. I don't plan on getting rid of that promise right yet."

Paradox smiles largely and he could already feel this ime line change. He sits down and watches as Ben stands up and walks over to hos bed stand. He picks up the photo and looks at it before putting his hands on it.

"Wait for me a little longer, okay guys?"

Paradox smiles softly and he stands up and makes an inquiry.

"Would you like to see them before I go?"

Bens head snaps to him so fast you could hear his bones crack and snap before Ben is in front of him with a hopeful look on his face.

"You can do that?"

Paradox smiles and taps his glove. A large portal opens up and Ben looks at it as it clears up like a mirror. He stands up on his toes and the faces of his family come into view and Ben grins at them. They see him and they all scream.

"Ben!"

The all crowd around the small portal and start asking questions.

"Are you okay?!"

"Where are you?!"

"Can we come and get you?!"

"When you are coming back?"

Ben smiles at the group and says in a soft voice.

"It's good to see you guys..."

The others stop and smile softly. Gwen goes first and asks.

"Where are you cuz?"

Ben smiles at his orange haired cousin and answers.

"On a planet named Remnant, and on the continent Vale."

Gwen smiles at the answer and Ben chuckles before a snort catches his attention.

"Who names their planet 'Remnant?" Ben looks behind Gwen and glares at the voice. Kevin E. Levin is behind Gwen with his arms crossed and a smirk on his face. Ben looks at him and says.

"Levin.."

"Tennyson.." Kevin responds and a few seconds of silence goes in-between the two. Kevin breaks first and he snickers before Ben follows. Both of the boys burst out laughing and the others look at them weirdly. Kevin puts out his fist and ben does the same only to hit the portal. Ben shakes his hand from the pain and the others chuckle.

"How ya been, Benji?" Kevin asks while sitting down on the ground. Ben smiles and answers with an upbeat voice.

"Pretty good. I'm at a hunter academy now."

The others blink but shakes their heads at Ben. Rook walks forward and Ben smiles brightens a little. Rook grins and Ben follows before asking.

"Howdy there Rook. How's Under Town been since I was away?"

"It has been fairly quiet and if anything does happen, we can take care of it."

Ben nods his head at that and Rook gives him a mock salute. Ben just waves him off and Max walks forward. Ben smiles once more and he says.

"Hi Grandpa! How's the hip doing you?"

Max chuckles a little before playfully grabbing his hip and saying in pain.

"Oh it's giving me a hard time but other than that good. How have you been sport?"

Ben snickers at his grandfather's poor attempt at a joke but he answers none the less.

"I'm doing fine and I've made some new friends."

"That's good and Ben?" Max says while walking back to the group. Ben looks up at his name and says.

"Yeah?"

"Be safe out there." Max says with a sad smile. Paradox smiles sadly at the small reunion and pops in.

"I'm very sorry about breaking this up but time is running short and Ben still has some other beings he needs to see before I leave."

The others nod and Gwen pulls something out of her pocket. It was a small hand bag, that strangely looked like Charm Casters. It's little button eyes seem to move without moving and its little zipper is displayed as sharp teeth. She nods toward Paradox and he opens a small hole in the portal and she pushes the bag through it. Ben grabs it and is surprised at the warmth it was producing. The bag jumps in Bens hand and he pats its head. It purrs and Ben looks back at Gwen. She smiles and answers his forming question.

"His name is Klaus and he is a magical bag like Charm Casters. He can store items such as food, weapons, clothing, and many other things. He is also a direct line between that world and this one. So you can now speak to me and everything when you're feeling home sick."

Ben smiles at her and looks down at the small bag. Its black button eyes are staring at him and Ben attaches him to his side. The bag snuggles into his body and attaches itself to the fabric. Ben looks up at the now closing portal and walks over and says.

"Thanks Gwen! Just wait for me okay guys? Just wait for me and I will get home!"

He doesn't hear their answers due to the portal closing and Ben whines a little. Paradox walks over and puts his hand on his shoulder.

"You'll get to see them soon Ben. You just have to wait. But some other people want to see you now." Paradox says while opening another portal. Ben turns around and feels his entire being feel with warmth. He can't stop himself from doing the thing he was about to do.

"Squeal~~~~~~."

_Team RWBY_

Ruby sits up with a small groan and looks at the clock.

"Who would be up at 5:30 squealing?"

She doesn't get her answer but she does get back under the covers and returns to 'cookie land.'

_Back with Ben_

Ben is tackled by a large blue cloud of beating wings and little voices saying.

"Momma!"

Ben downs at his chest and smiles at the large green eyes staring at him. He envelopes all the 14 little Necrofriggians in a hug and he starts nuzzling them with his cheek. They respond as well with little nuzzles and quiet screeches and whimpers.

"My babies! My babies are alright!" Ben says while standing up and letting the little moths fly around him in a happy buzz. They all chanting happily in their little voices at Ben.

"Momma! Momma!"

Paradox backs up with a small smile as he watches Ben hug and snuggle his little ones to his chest one by one. Ben lets the final one go and he watches as they all fly around his room with curious green eyes. Ben looks at the time and smiles. He pulls up the Omnitrix and dials through it before slamming on the image of Big Chill. The adult Necrofriggian is assaulted by smaller ones and Ben smiles warmly at them. He unwraps his large wings and envelopes all of them and releases a blast of cold air. The little ones breathe in relief at the cold air and Big Chill release happy trills at them. Paradox walks over and says.

"It's time for me to run, Benjamin.."

Big Chill lets his smile fade and he stands up with his little ones in his arms. They look at him with their large green eyes and Big Chill denies it.

"You can't stay here with mommy, alright little ones?"

They all screech defiance and Big Chill frowns. He looks up to asks for help but he stops at Paradoxs face.

"They need their mother Ben. Who am I to stop them?"

Big Chill doesn't get a say in when Paradox disappears in a small light. Big Chill looks at the spot before he feels his anger rise. He doesn't get the chance when he hears 14 stomachs rumble. He looks down at them and feels his heart literally melt at the sight of them looking at him with big eyes that said.

"Feed us."

He transforms back to Ben and he looks down at Klaus.

"Do you have anything for this?"

The bags zipper smile opens and Ben reaches in and pulls something out. He looks at the objects in his hand and looks at the bag.

"This'll work.."

_Later._

Ben growls at a nearby student that tried to touch one of his little ones. He looks forward and smiles as the cafeteria come into view. The little Necrofriggians are flying around him with happy whimpers and trills and they have small necklaces around their necks. These necklaces collected plasma and intensified it for the little ones to eat and absorb. Ben smiles glares at a student as she tried to catch one of his babies. Ben stops at the cafeteria door and his babies fly behind him. Some of them attach themselves to his back and the others just settle for floating around his head. Ben gulps and looks at his children.

"Stay close to me okay?"

They all nod and Ben pushes open the door. The room is loud and teams are speaking to each other. And for some reason, when he opened the door, it sounded like the loudest thing ever. Heads turn toward him and stop. Ben takes in a breath and walks forward. One of his children crawls into his arms and buries its head into his arms. The others try to hide behind him and Ben lets out a weak chuckle. He sees his friends and waves toward them. They wave back dumbly and Ben walks over to the lunch line. He waits patiently and grabs a large plate. He starts stacking some food on it and he is careful at the food he picked. His children float behind him with trills and Ben smiles at them and releases his own purr. They calm and Ben walks over to his friends table. He pulls up a chair and lays his large stack of Pancakes on the table. He smiles as his little ones attach to him and fold their wings against themselves. He can hear Ruby and Nora squeal at the his children and can't help but feel a little 'mommy' pride as Kevin said.

He was proud of his children and no one could deny that he was a good parent. He cuts the pancakes into small pieces and watches as all of his little ones take some and nibble on them. Ruby breaks the silence with a question.

"Where did you get these little cuties?"

She leans forward and they lean back. One of larger ones gets brave and floats over to her face. She looks at it with her silver eyes and he looks at her with large green eyes. He sneezes and Ruby blinks as her face is covered in a thin layer of frost. Ben chuckles but he is hiding his fear and protective urges in. Ben answers her without missing a beat.

"These little cutie pies are my children. And yes all of them are mine. And yes a male can have children, if in the right form."

The cafeteria gets eerily quiet for a few seconds and Ben puts up his hand with 3 fingers up. Klaus grins evilly and waits for the last finger. His little ones trill at him and hide behind his back, ready for the outburst.

"WHAT?!"

Ben pulls his finger out of his ear and looks at them with a surprised expression. That was pretty loud, probably the loudest yet. Yang and Weiss are staring at him in shock and confusion. Ruby and Nora are staring but they have smiles on their faces though. Jaune is looking at him weirdly, and Ren is just sitting there eating his pancakes. Pyrrha is looking at her front with a thousand yard stare and Ben flicks some food at their faces. He chuckles as they bounce of and he looks at Ren and Blake. They were the quietest. Ren notices the stare and says.

"I am shocked but it hasn't kicked in yet."

Ben makes an 'oh' sound and looks at Blake. She is smiling as one of his children are sniffing her. She giggles and pats its head and marvels at the softness. Weiss breaks out of her stupor first and stammers.

"What? Who? How?"

Ben looks at her and answers.

"One of my forms is asexual and they have children every 80 years. I was lucky enough to be in that 80 year range. A few days later and 'pop' out came 14 happy bubbly baby Necrofriggians. And I don't regret it at all." Ben says with a smile and he pulls all the little ones into a big 'mama' hug. Klaus snigger from Bens side and Ben glares at him.

Blake smiles and asks.

"So, I'm taking a guess that it was you at the docks, and you were the blue moth creature?"

Ben looks at her and releases his little ones. They float around the table and start taking samples of everyone's food. Nora grabs one and hugs it to her chest. She starts hearing growling and turns around at Ben. His face is covered by his bangs and his eyes and mouth are white. She quickly releases the young one and it flies up and plops down on her head. She looks up at it with a grin and pokes its nose.

"Boop!"

It retorts with a quick breath of ice and flies off with a grinning Nora behind it. Ben smiles at Noras playful nature and looks around at his playing children. 2 of them are playing in Yang's hair and she is just smiling as the cooling bodies cover her, and Ruby is smiling as 2 fly under her cloak and start pulling her away. Jaune is looking at one and smiles as it flies up and sits in his hair. Pyrrha is holding one in her arms and is snuggling it to her face as it releases confused trills. Weiss is looking away as 3 fly up o her and release a cold breath on her. She shivers and turns around at them and nearly screams as they nuzzle her face with theirs. She grumbles and sighs before patting their heads. Ren is looking at one with a bored expression and he leans forward and it leans back.

Ren frowns and puts his hands on the table. The baby notices his large sleeves and shoots into one. Ren jumps in surprise at the cold feeling but he smiles as it pokes its head from his front. Blake is holding two in her hand like Pyrrha and she is scratching them behind their wings causing the babies to purr. The last 3 are attached to Bens arms and head. He smiles and pulls them off and says.

"Go play with you siblings little ones. I'm not going anywhere, anytime soon."

They nod tentatively before floating off toward their siblings with happy trills. Ben smiles and returns to his pancakes only to see them gone. He looks to his left and sees Nora and the one she was chasing nibbling on the pancakes. Ben lets out a small sigh and he leans back in the chair with a happy smile. He looks down and pulls Klaus up to his chest and releases a happy sigh. Klaus chitters and snuggles into him before sighing aswell.

_After Breakfast_

Ben smiles and waves toward his friends as he walks out of the room. His little ones are following him with happy smiles on their faces. Ben grins but that quickly turns into a frown when some quiet crying. He looks up thinking it's one of his children but he is surprised at where they were. They were flying around a dark figure on the ground and Ben walks over and frowns at the sight. Velvet is sniffling and crying against a lone wall. He puts his hand on her shoulder and she whips around with a scared look on her face. She calms when she sees Ben and looks up in tear stained confusion. Ben reaches his hand forward and she scarily takes it.

"Who did this to you, Vel?" Ben ask while pushing away some stray hair. Velvet sniffles once more and says.

"I-i-its nothing…"

She looks up and flinches at his glare. It was the patented 'I am a mother and you have nothing on me ' glare and she couldn't deny it.

"Cardin did it…"

Bens glare returns tenfold and Ben grabs her hand with a soft grip. He looks at her and smiles at her and says.

"Don't worry Cardin won't be messing with you after I'm done with him…"

Velvet looks at him and then behind him. She nearly falls on her ass at what she sees. Standing behind Ben is thousands upon thousands of blackened figures each one a different shape. Some float in the air and some are giants but they all share one common feature. They all have Bens insane white eyes and mouth when he is pissed or feeling evil. Klaus ws in on this as well but his was more cartoony than the others. Bens little ones float over to Velvet and start trilling at her. She blinks at them and giggles as the cover her with their wings and soft bodies. Ben snaps out of 'evil planning' mode and smiles at the scene. He waves with his hand that they need to get to class and Velvet nods. He starts walking down the halls carefully to let Velvet catch up and play with his little ones. Luckily they had the same first class huh?

_After all the other classes and at Goodwitchs class. (Sorry that I skipped a large amount of the morning classes but I'm not very good at writing just day-to-day things.)_

Ben smiles as Miss Goodwitch looks at his children. They are flying around the room picking up books and pencils and dropping them around Ben in a makeshift throne. Ben chuckles at his friends faces and they look toward him. He shrugs his shoulders and says.

"They really like their mother…."

Miss Goodwitch snaps out of her 'cute' stupor and announces to the class.

"Today we will be sparring against each other to gauge our weaknesses and strengths. Any volunteers for the first round?"

To the surprise of everyone, Ben raises his hand first and he has that maniac grin on his face. Nora and the others back away slightly at his face and they all think.

"_Someone's about to get their ass beat…"_

Ben walks forward and he looks up the classroom stairs. He waves his little ones to stay at his desk and he looks around the room for his target. He points toward Cardin and pulls his finger to him giving a 'come on' motion. Cardin smirks and he walks down the stairs and onto the arena floor. Miss Goodwitch looks at the pair and nods her head before syncing their scrolls. Bens face comes up and his bar feels up to a bright healthy green and so does Cardin's. Ben dials ahead of time and finds the alien he was looking for and waits for the beginning. Cardin pulls out his mace and lets it hit the ground with a metallic 'ding' and he grins. Miss Goodwitch looks at them and waves her hand down.

"Begin!"

Ben slaps the dial and grins as his body changes. His muscles become denser and stronger, his body is covered with bright orange fur and his mouth is filled with razor sharp teeth. With a ferocious roar the green light fades away and standing in Bens place is a strange form. Standing with a broad stance is a bipedal orange and white tiger. It has two large black protrusions coming from its knuckles and it grins as it yells out.

"Rath!"

_Omnitirx database_

_Name: Rath_

_Species: Appoplexian_

_Home planet: Appoplexia_

_These large bipedal tigers hail from the planet Appoplexia. They value emotional openness. They like to express their feelings and the most prominent one is blind rage They take great pride in their fighting skills and they have a large love for fighting. They believe anything can be solved by hitting something enough times. They have enhanced strength and agility allowing them to lift things heavier than themselves and jump great distances. Their fighting styles are a mixture of wrestling, grappling hands, and brute force. They have been show to highly durable to the point of surviving a low orbit fall with a mild case of dizziness after wards. Each of their hands have a retractable claw that can be used as a stabbing weapon or to create a shockwave._

_They have very few fears and many enemies find it extremely difficult to stop one that is fully enraged. Due to their brains being hardwired for aggression, they have a low intelligence and are extremely temperamental. This leads them to be easily distracted and makes them prone to argue with innate objects. They are also weak against certain high pitched noises. They have the strange problem of mixing up metaphors.._

_database end_

Rath grins at him showing sharp teeth. Cardin takes a step back but shakes it off and draws his mace. Klaus smiles a little and chitters up to rath. Rath looks down and grins at the little bag before saying.

"Let me tell you something Cardin Winchester, the person who picks on the weak and innocent, that Rath is going to beat you down!"

Klaus trills up at Rath and Rath corrects himself.

"Rath and Klaus are going o beat you down! Happy now?" Rath looks down at the end with a raised eyebrow. Klaus grins at him in satisfaction and Rath looks up at Cardin. He sees Cardin slam the mace into the ground causing it to break and release a direct beam of Dust at him. The beam hits and smoke covers the area. Cardin pulls his mace out of the ground and says.

"He wasn't that tough.."

The smoke flies away and standing there without a scratch is Rath. You could hear a pen drop from the silence and Rath grins at Cardin. He asks is a low voice.

"It that all you got?"

Cardin looks at the tiger in surprise before shaking it off and drawing his mace again. He doesn't get the chance to draw it when a white fist slams into his stomach causing him to vomit. He stumbles back and wipes his mouth before looking up. Rath is in front of him with his fist cocked back ready for a punch. Cardin tries to block with his mace but Raths fist breaks through the metal and nails him in the face. Cardin is sent flying back and he skids the ground before stopping. Rath smirks before jumping across the room and lands on Cardin's stomach. He looks down at him and mirrors Klaus. He grabs Cardin's chest plate and picks him up effortlessly.

"If I catch you picking on anyone, anymore. I will find you and I will rip out your intestines and knit them into sweaters for my little ones!" Rath finishes with a room shaking roar and Cardin shakes his head 'yes' before falling unconscious. Rath drops him before slapping his Omnitirx symbol. Ben grins at Cardin's form and looks down at Klaus. He puts his hand down to the bag and slaps his zipper as a high-five gesture. He turns around and blinks at the classes faces. Many of them are looking at him in fear and some in anticipation.

He walks up to Glynda and says.

"You might want to check him. I felt some of his ribs break when I hit him in the stomach. And he might have a fractured pelvis.."

That snapped Miss Goodwitch from her stupor and she looks down at Ben with a glare. Ben smiles and walks back to his seat. He passes his friends and waves at them. They look at him and wave back and he sees Jaune smile lightly. Ben looks at his little ones and he releases a muffled scream as he is tackled by them. He feels them push him toward the makeshift throne and Ben chuckles at them. Klaus releases a few chitters and Ben looks down at him with a raised eyebrow,

"You can't lie to me. I know you're enjoying this, just like I am?"

Klaus deepens his color and Ben giggles at the small bag. He sits down in the throne and blushes as his children take up positions around him. They are like small blue barriers and Ben couldn't help but chuckle. If this was them now, what would they be when they get older? Ben shivers at his futures enemies misfortune. He hears various giggles from around the world and he looks at his classmates. Most of them are smiling at him and the girls are cooing at his children's protective acts. The bell sounds and Ben looks for his bag. He finds it and picks it up. Only for it to be eaten by Klaus and everything in it to be absorbed.

Ben stares at the magical bag in shock before screaming.

"What in the bloody hell was that for?!"

Klaus makes a hissing noise and Ben blinks. He smirks and asks the bag.

"You got jealous didn't you?"

Klaus doesn't answer but his color gives him away. Ben pats the bags head and walks out of the room with his children following. Jaune runs after Ben and catches up at the edge of the hall.

"Hey Ben! Wait up!" Jaune calls out to the confusion to his team mates. Ben turns around and looks at his blonde haired friend with a raised eyebrow. Jaune straightens his back before bowing and asking.

"Can you please train me to be a hero?"

Ben stumbles and his little ones catch his back. Ben croons at them in thanks before looking toward Jaune. He was bowing and his eyes were hidden but Ben could tell the amount of dedication. He looks behind Jaune and blinks. Ren and Nora were glancing at Pyrrha, who had a dejected look on her face. Team RWBY were looking at Ben with raised eyebrows that said.

"_What are you going to do now?"_

Ben gulps a little before looking at Jaune. He sighs and says.

"Come on..get up already.. I'm not your superior or anything."

Jaune replies by getting up and he stares at Ben with determined eyes. Ben is surprised at the determination but he smiles in surprise. Ben answers Jaunes question.

"I will not train you to be a hero," Jaune's head drops at this and Ben gulps at the glares he was getting "That is something that you learn by your self. But I can nudge you in the right direction and give you tips here and there."

Jaunes head snaps up and Ben smiles at the excitement and gratitude. He takes a glance at Pyrrha and flinches at her state. She had her head down and tears were spilling out. Ben frowns in his head but he snaps his fingers.

"That means that you can't skip out on your training sessions with Pyrrha though.."

Pyrrhas head snaps up and she stares in shock at what Ben said. Jaune looks confused at the statement but he quickly nods his head at Bens glare. Ben smiles in relief and he turns around. He starts walking away but instead of turning toward the lunch room, he turns toward the arena. The others stare at him and his children strangely and Ben smiles before saying.

"If you want to be trained, you had better kick your ass in gear.."

Jaune blinks for a few seconds before running after Ben. The others look at each other and shrug their shoulders before following. They might learn something from this as well.

_At the training arena_

Ben looks around at the bleachers and the dirt floor below him. He smiles and puts his hand on the dirt before nodding in acceptance. He walks over to the edge of the field but not before telling his children to stay with the others. Ben turns around and waves Jaune down. He raises an eyebrow at Jaunes armor and weapons. He was wearing a black and orange hoodies that was covered in white knight armor. He was carrying a white shield with his family's symbol on it. The broad sword was in his right hand ready for action. Jaune looks at Ben in surprise as he just stands there, not transforming.

"Aren't you going to transform or something?" Jaune asks with a confused look on his face. Ben smirks and takes a stance.

"I don't need to..."

Ben looks at Jaune and waits for him to move. He was right, as Jaune decided to rush him blindly. Ben waits until he was a few feet away before spinning around his sword slash. Ben places his foot squarely against his armored chest and winces as his foot is reflected. Jaune stumbles in surprise at the kick but he relents and clumsily shield bashes Ben. Ben side steps the shield and punches Jaune under the arm pit. Jaune jumps back and raises his shield arm. Only to find it unresponsive and numb. He looks down and widens his eyes in surprise at the limp form of his arm. He looks back at Ben and sees a fist coming toward his face.

He raises his other arm to block but it never comes. He feels a kick land against the back of his right leg and he collapses in a heap. Ben frowns at the struggling mess of Jaune and he walks forward. He kicks Jaunes sword away and bends down to his level. Jaune is staring at him in fear and Ben smiles and frowns.

"You need some work, my friend. You attack recklessly and leave your self open on many spots. You have a smart mind and I can tell. You just let your body act before your mind. These can be fixed though."

Jaune frowns at the negative views on his fighting style. The others also frown but Ben continues.

"You have good defensive instincts. You know when to use your shield and when not to. This is probably from Pyrrhas help and this can be fine tuned. Your aura is massive from what you scroll says but your not using it in your fights. I don't use aura when I fight, so you need to find some one else for that end. You need to learn more about your weapon though."

Ben chuckles as Jaune brightens up at the positives. He stands up and walks away. He hears shuffling as Jaune tries to get up and he hears a question.

"Uh...How long does this last?" Jaune asks while trying to get up. Ben turns around and smirks.

"About 5 to 10 min. You should be fine maybe some muscle cramping but that's about it."

Ben hears a 'oh' before walking back over to Jaune. He looks at the time and asks.

"Do you want to go again? But with me in one of my forms?"

Jaune looks up and shakes his head 'no.' Ben nods his head and he looks over to the others.

"Any body else want to give it a shot?"

His answer is a lot of grinning and Yang walking down to the arena. Ben raises an eyebrow at her but shrugs his shoulders. He gives her a 'one moment' finger and he moves Jaune back to the stands. He nods at Pyrrha and he smiles as his little ones croon at him in worry. He smiles and it calms them down. Klaus is frowning a little as well but Ben pats his head.

"Hey don't worry. I know that she is strong but come on. I'm Ben 10, I always win one way or another."

He walks back down to the field and goes to the opposite end. Yang grins and deploys golden gauntlets. Bright red and yellow fire burst behind her an Ben whistles in appreciation. He hears the others say.

"He is screwed..."

Ben smirks and pulls up the Omnitrix. He dials though it and grins as he finds the one he wanted.

"It's hero time!" Ben yells with a grin and slaps the dial down and the familiar green flash bathes the arena.

End chapter

**Authors note: Hey guys and girls! I'm quite happy that I finished this chapter. I'm sorry that I can't type decent fight scenes or the classes. I'm also sorry for any spelling or grammar mistakes in the chapter. Am I making Ben to English by making him say their words? If I am please tell me and if you have any tips or tricks leave them in the review section. Oh! Also what alien should Ben pick when facing Yang? Leave your suggestions but please nothing to bad like Way Big, Alien X, or anything along those lines. everything else is free game though. Thanks for reading and leave a review if you liked it. I have the next chapter for 'Guardians of the ocean' done! It should be up fairly soon...**

**This is Luckyplain13 signing out! **


	5. Flames that never die and sparring

Ben 10 and RWBY crossover

Omni: The shapeshifter of Remnant

"Person or creature speaking."

"_Person or creature thinking."_

**Authors note: Hey guys and girls! Thanks for all the views and reviews. You guys are giving me awesome tips and motivation for this story, and that is awe-inspiring. For he majority of the poll, many of you said HeatBlast or one of Bens physically stronger forms. I was thinking of using NRG but I dismissed that after a few thoughts. I am proud to say that are resident Pyronite is coming for a visit. Thanks for everything and sorry for all spelling and grammar mistakes. I am slowly getting better and enjoy the chapter. Ja'ne!**

Chp 5: Flames that last and sparring.

Everyone in the arena closes their eyes at the green flash. Ben grins to himself as he feels his blood become magma and feels his body turning into cooled rock. With a flurry of his now enlarged fists, Bens transformation is complete. The green flash dies away and everyone steps back as a fierce heat washes over the field. Even Yang takes a step back as the heat brushes past her. Luckily she is used to such heat due to her semblance.

"_What could have this much heat and not be a molten pile?" _Yang thinks to herself as her eyes readjust to the light. Standing in Bens place is a humanoid being made completely of molten magma. Its head seems to float in flames with large eyes and a strange mouth. Its hands are comically large and heat rolls off of it in waves. The being grins at Yang and yells its name.

"HeatBlast!"

_Omnitrix database_

_Name: Heatblast_

_Species: Pyronite_

_Home Planet: Pyros_

_These magma based life forms evolved on the star like planet of Pyros. Due to the nature of the planet, they are completely made of magma, giving the complete mastery of Pyrokinesis. They have been known o be quite strong and durable due to their bodies composition. They are completely flame resistant and they have the ability to harvest all flames around them. Due to their bodies, they have lived in isolation and due to this they have complete mastery over their many powers. They have limited Terrakinesis, flight, and speed. The last two are due to propulsion. When caught with a common Earth Cold, they gain the ability of Cryokinesis or Ice. This is more harm than good though._

_They have a natural predator in the form of a CrabDozer. These large Rhino like beings are the predators of the Pyronites. They have a thick shell that protects from most forms of physical damage and have complete pyro immunity. Despite their size and weight they are quite agile and are able to knock a Vaxsarian on the rear ends. _

_This form is one of Bens originals and Ben likes the form. _

_Datbase end_

Heatblast grins at his friends faces. He turns toward Yang and lifts his large hand up and makes the 'come on' motion. Yang snaps out of her stupor and grins before snapping her gauntlets down. The Pyronite and blonde haired brawler stares each other down and Yang takes the first move. She blasts forward and loads a shell into her gauntlets chambers. Heatbalst just stands their with a confident smirk on his face and waits for the shot. Yang pulls her fist back and releases a devastating punch at Heatblasts torso. It hits and she unloads a few rounds into him. Smoke covers his form and Yang jumps back lightly to see the damage made. To her shock, Heatblast walks out of the smoke without a scratch on him.

The Pyronite smirks and swipes away some invisible dirt. To the others he looked arrogant and confident but what they didn't know was that Heatblast was thinking up a strategy.

"_Okay she is physically stronger than the others. I actually felt that punch even with the armor on. That round was explosive, so I don't need to worry about that just yet. This might get kinda fun." _Heatblast finishes in his head before nodding.

He looks back up to Klaus and the small bag nods. Heatblast smiles at the mental link and looks up toward Yang and says.

"My turn.."

He lifts his hands into the air and releases a powerful beam of fire. Yang stand in front of the fire and takes it head on. Heatbalst raises a nonexistant eyebrow at this and blinks in surprise at Yangs form. She was almosy completely unharmed but her right arm is singed at the skin is bright red like a first degree burn. Yang looks at her arm and back at Heatbalst in awe. Her uncle Qrow had made the clothes out of the most flame retardant fabric in all of Remnant. And yet Heatblasts flames went straight through it like it was nothing. She turns her her toward Heatblast, who is patiently waiting. She cocks Ember Celcia and takes a boxing stance.

Heatblast blinks as Yang's attention returned to him. He grins and wills a chunk of Earth under his feet. To the surprise of everyone the ground broke apart and Heatblast floated on the chunk of rock. He takes the initiative and propels himself toward Yang. Yang widens her eyes at her fast enemy and runs toward him. She shoots behind her giving her extra momentum and jumps toward him with her leg out. Heatblast dodges to his left and throws a large punch. Yang blocks it and a shockwave shakes the 2. Yang widens her eyes at the strength of the punch and looks at Heatbalst, who was also surprised. She takes his surprise as a chance and uppercuts him with her free arm. Heatbalst flies into the air with a grunt and he corrects himself in the air.

He raises his hands in the air and good-sized rocks levitate and fly toward Yang. She ducks and dodges them before looking for Heatblast. She looks to her right and narrowly dodges a left hook from the fire being. She jumps back across the field and grins at Heatblast. She releases her semblance and grins as the flames dance around her form. She throws a punch and the flames follow it with a large bang. Heatbalst watches the fire with a smile and he opens his mouth. To the surprise of everyone, the flames go into his mouth and Heatblast burps as the last of it enters. He wipes his mouth with his hand and says.

"Thanks for the snack.."

He doesn't get an answer but he starts dodging a Yang throws punch after punch. He parries with his own boxer style and dodges each of her punches. She does the same but it was harder due to Heatbalst large hands and lightning like reflexes. Heatbalst lands a punch near to the side of her head and she flies back a few feet before stopping. She looks up and her eyes follow a flying strand of Blonde hair. The others cringe at the hair and watch as Yang's violet eyes turn bright red with fury.

"_Ben is so screwed..." _Was the collective thought of the teams. Heatblast blinks at Yang as she raises her head to him. He stumbles a little as he gazes into her red eyes alight with fury. Even Klaus is surprised at the sight.

"You touched my hair..." Yang whispers with a low growl. Heatblast blinks and takes a step back. He doesn't get the chance to as Yang was already upon him with her fist raised. Her fists rain upon his magma body and he could actually feel to hits. Heatblast grunts in pain as Yang yells out.

"No body touches my hair!

Her semblance is out of control and the flames are fluctuating to a dangerous level. What she didn't know was that her flames were being absorbed by Heatblast. She finishes with a fierce kick to Heatblasts chest and cocks back Ember Celcia. She punches him and a bright flash takes over the room. Heatbalst flies from the light with pieces of his magma body breaking off and flying to th ground like meteors. Yang touches the ground and her heavy breathing is heard. Her eyes return to violet and she shakes her head and looks around.

"I went berserk again didn't I?" Yang asks with fear in her eyes. The others nod their heads 'yes' and they all look toward Bens children. They are hissing fiercely at Yang and they start flying toward her ready to freeze her into a popsicle, when a crunching noise breaks the silence. Heatblast walks out of the smoke holding his shoulder, his face covered in pain. Parts of his body were falling off and his rock body was cracked and splintered. The strange thing was however was that the magma in his boy was shining brightly. Heatblast walks forward and looks down as the light gets more intense.

"This isn't going to be good..." Heatblast weakly whispers before his body implodes in a shower of rock and lava. The others shield theirs eyes and stare is shock at the crater that was left. Yang looks at the crater in shock and falls to her knees. The others look at her in sadness and grief before walking forward. They don't get the chance as the babies fly ahead of them their mouthes open and ready to release their icy breaths. A small tremor shakes the arena and Yang looks up and sniffles.

"Huh?"

A large crack forms in the floor and magma seeps through it. With a mighty shake, the magma shoots up ward like a geyser and starts to form a shape. The shape resembled a human but taller and more muscular. The hands form and to the happiness of the others, they were comically large. The figure finishes forming and chunks of rock fly from the walls toward it. They meld into the body of magma and melt into a thick armor. The body finishes and it looked like Heatblasts, only a little more bulky and rocky. A final piece of rock floats to the neck of the being and forms a familiar face. The magma starts to feel in the lines and the head ignites in a brilliant flame. Two small volcanoes erupt into hot flames nd the being looks at its self before looking down. The chest moves around and something juts out from it. It was the Omnitrix symbol.

The others look at the new magma like being and ask.

"Ben?"

The fire being looks at them and gives them that same snarky remark.

"Who else could it be?"

Yangs eyes start watering and she starts stammering.

"I-i-i thought that I had killed you..."

Heatblast looks at her and smiles. He walks up to her and dims down his flame hand before patting her on the head. Yang looks up and Heatblast says.

"Nah...It takes a lot more to take down Ben 10."

Heatblast looks around for Klaus and notices him in the crater, unharmed.

"There you are Klaus. Are you okay?" Heatbalst says while he picked up the bag. He doesn't get an answer as ther bag nuzzles into his hand fiercely. Heatblast chuckles and looks back toward Yang. Yang sniffles and asks for the rest of the Teams. "Then what was with the explosion?"

Heatbalst blinks and answers with a chuckle.

"The only way for this form to change from its child phase into its teenage phase, is for a large amount of heat and energy to be absorbed. Your semblance gave me the right amount and 'boom', I entered my teenage phase."

Heatblast slaps the dial down and transforms back to Ben. He smiles and says.

"See? nothing wrong.."

Ben releases a small screech as he was tackled by his little ones and nuzzled to death. The baby Necrofriggians release small trills of happiness and nuzzle Ben into mother mode. Ben wraps his arms around them and cooes.

"I'm sorry that I worried you my little ones.. Mommy is so sorry..."

He hears soft soft chuckles and looks up at the smiling faces of his friends. Jaune walks forward and pushes his hand out.

"We thought that we had lost you for a few seconds..."

Ben takes the hand and nods in thanks before looking at Yang. He frowns as he sees her still crying over the accident and he walks over and bends down to her eye level.

"Its okay Yang...Things like this happen in life and sometimes you can't avoid them.." Ben says with a calm motherly voice that calms Yang down. She sniffles and says.

"But I could have killed you..All because I can't control my anger..."

Ben frowns at this and he looks toward the others. They are looking at him with weird faces and Ben deadpans. He shakes off the 'deadpan' and returns to the problem at hand. Yang is beating her self up over about almost killing him in a spar. He puts his hand over his mouth and thinks before saying.

"Ah!"

Yang hears the noise and looks up. Ben cringes at the make up running down her face and he quickly begins.

"Don't feel too bad. Everybody has an anger meter and something that triggers it. Mine is my children," His babies trill in happiness and nuzzle Ben. "friends and family. Yours is our hair and most likely those you care about."

Yang blinks at this and nods her head. She looks us toward Ben and Klaus and she smiles despite the tears. Ben smiles and stands up. He helps Yang up and watches as she wipes her tears away. He nods and starts walking away with his moth guard unit behind him. The others look at him with confusion and Ben grins before saying.

"I don't know about you but I want to get some food before lunch ends."

They all widen their eyes and Ben sidesteps the stampede that passes him. He chuckles and releases a happy squeal as his children nuzzle him. He takes off in a run after them and his children follow. Klaus releases a little screech and the others pick up speed. The race for lunch has begun!

_A little later_

Ben waves to the others as they walk toward their dorms. He looks at the towers and sighs. It was a long way to the top. He shakes his head and waves for his children to follow. They quickly do and Ben walks up the long stairs. He goes up to his door and it opens up a panel. A small green and black eye juts from it and scans Ben. It blinks in acceptance and the door opens. Ben lets his children fly in and settle themselves in their little hamocks. He had built 14 small hamocks, while as SpiderMonkey, above his bed in a neat little pattern. Ben had a hard time keeping them in their beds but he would relent if they slept with him. He walks over to his bed and jumps on it. He looks toward the window and smiles at the star filled night.

He looks toward his left and smiles as Klaus hops up to the window seal. Klaus looks up at him with his button eyes that say.

"_You really gave everyone a scare, you know?"_

Ben smiles ruefully and pats the bags head. Klaus purrs into it and Ben chuckles to himself. He nods his head and walks over to his table. He pushes a button and a small holographic screen pops up. Ben pushes through unimportant news but stops at a weather report. He frowns at the headlines. A large storm was headed toward the coast and it was predicted to be highly destructive. The good news was, that is could turn around and miss them but Ben knew that was unlikely. A date pops up and Ben nods at it. He had 2 days to prepare for the storm and maybe help the little town near Beacon. He yawn and returns to his bed. With a flourish, he slips the cvers over him. He was about to close his eyes when 14 small bodies press against him.

Bens eyes twitch for a few seconds before he relents. He lays on his back and watches as his children crawl over him before folding up their wings for sleep. He hears qiuet cackling and turns toward Klaus. He glares at the bag and huffs before pulling the cover over him and his children. He sighs at the comfort and closes his eyes. He never noticed Klaus crack a purple jewel in his mouth and hop over to the nearest table.

_The next morning_

Ben yawns and slowly sits up. He gets out of the bed despite being covered in small Necrofriggians. He walks over to the fridge and takes out a large packet of boxed apple juice. He opens 1 of them up and is suddenly free of the extra weight. He chuckles as his little ones sip on the apple juice and Ben smiles and walks over to the bathroom door. He opens it and says.

"Watch the kids for me Klaus!"

Klaus makes a strange sound and turns around as the babies leer at him. He releases a very alive shriek and stops hopping around. Ben can hear this and he lets out a low chuckle before stepping into the shower. His phone plays 'Ready, Aim, Fire' by Imagine Dragons and Ben is soon singing softly to the music. He steps out of the shower a few minutes later and dries himself off. He opens the door and smiles as his little ones chase Klaus around the room. He ducks as 1 of them fly above him and walks over to his closet. He opens it and takes out his uniform. He grins at it and unhangs it. He looks down at the left over silk from SpiderMonkey and mulls it over. He nods his head and shuts the door, while mumbling.

"Note to self: Make rain coats for my little ones..."

He starts putting the uniform on bit by bit. The underwear and socks go first and then the pants. The dress shirt goes on next and after that the red tie. He slips on the jacket and looks at himself in the mirror. He nods in acceptance and blinks as his door knocks.

"_Who could that be? No one except Ozpin knows that I'm up here.." _Ben thinks and he walks to the doors peep-hole. He nearly trips into the door, when he notices Teams RWBY and JNPR standing at his door. He pulls his head back and blinks before looking again. He turns around and looks at his children, who were pulling at Klaus, and makes a low screech. He takes in a breath and opens the door. He looks at their smiling faces and pops the question.

"Who told you, that my dorm room was here?" Ben asks the others. They all grin and chime together.

"Headmaster Ozpin~~~!"

They all pass by him and start 'ooing' and 'ahhing' at his room. Bens eyebrows twitch and he glares at them thinking.

"_Didn't your mothers teach you to ask before entering some ones domain?!"_

He just grumbles it off and looks at his friends. Ruby and Nora are jumping up and down on his bed with happy grins on their faces. Weiss and Yang are going through his wardrobe and Ben feels an annoying little itch at the back of his head. He swats it away quickly and looks for the others. Ren and Blake are sitting at his table with his children crawling over them. Pyrrha is marveling at the sights from his window and Jaune is just staring at Klaus. Klaus stares back and jumps toward Jaune. Jaune jumps back and Klaus releases a small evil chuckles. Jaune starts cursing under his breath and Ben turns his head as he hears 2 happy sighs.

"How is your bed so soft~~~~!" Whines Ruby while she covers herself with his bed sheets. Nora grins at her and curls herself into a make shift cocoon and answers.

"It's like I'm sleeping on a nice, fluffy cloud. So silky~~~."

Ben is about to answer when a gasp is heard. He turns to the noise and deadpans as Weiss and Yang are picking up SpiderMonkeys silk and touching it. Weiss's face was priceless and Yang was busy rubbing her face against the web.

"What is this material and what is it made from? More importantly is where did you get it?" Weiss asks with a raised eyebrow. The others soon come over and start running their fingers through the silk. They all gasp at the smoothness and softness of the fabric and turn to Ben. He signs and answers.

"One of my forms can create a super dense and strong spider web. I use this 'web' for many purposes such as: making clothes, armor, and many other things. And it is made up of proteins and amino acids."

The others blink and Ruby says.

"So this stuff is technically spider silk. And most of your uniform and clothes are made up of this?"

Ben blinks at the question but nods his head. He is tackled by the girls and he quickly hears one of them say.

"So us the form!"

Ben struggles against the weight and taps the Omnitrix. With a bright flash, the girls get off of Ben and stare at the being in front of them. It was a small blue monkey with four small arms. The small simian had four green eyes in a rectangular shape. The beings had a small blue tail that swung behind it almost lazily. On its chest was the Omnitrix symbol and it was connected to 4 straps that extended to the monkeys shoulders and above the second pair on arms. The blue simian grinned showing off so small fangs and said.

"SpiderMonkey!"

_Omnitrix datbase_

_Name: SpiderMonkey_

_Species: Arachnichimp_

_Home Planet: Aranhaschimmia_

_These small monkey like beings come from the densely forested planet of Aranhaschimmia. They mainly eat fruits and vegetable but occasionally eat meat. They have the ability to shoot a sticky substance from their tails that has been shown to be stronger than steel. They can use their sticky fur to climb walls vertically and horizontally. They have enough strength to use a light post as a bat and due to their extra hands and prehensile tail, they excel at hand to hand combat. They have a amazing senses of agility and superior hearing to humans._

_They can however get tangled in their own webs. Their webs can frozen or melted away with little difficulty. They do have a ultimate form. Evolved Arachnichimps are colored purple and black. They have lost their tails but these are replaced by 4 retractable spider legs. They have not lost their ability to shoot their webs. They shoot them from their prehensile mouth and it has been shown that the webs are stronger than that of a normal Arachnichimp. They have great dexterity with their spider legs, almost to the point of they becoming an extra pair of hands. Increased strength has been shown as well and greater endurance. It takes nothing less than a small nuclear bomb to knock an evolved Arichnichimp out._

_Omnitrix database end._

SpiderMonkey stares at the group for a short period before moving to the basket, containing the silk. He grabbed the basket with his lower hands and uses his tail to grab some needled and a knitting kit. The small blue monkey moves sets the basket and tools down and slowly grabs a small string. He slowly starts making the basis of what seems to be a jacket and he quickly picks up speed. He smirks to himself as the others sit down and watch him do his knitting. He finishes off the top part and looks down at the basket. He frowns as the silk was getting lower and lower but he fixes that problem. To the others amazement and disgust, a large thick string of the silk, shoots out from his tail into the basket.

SpiderMonkey smiles to himself and begins to knit once more. Weiss grabs a warm string and marvels at the strength and softness. She looks at the transformed teen and narrows her eyes. She had an inkling of how he transformed but she needed a way to prove it. She sits back and watches the monkey finish the jacket. The jacket looked like a fall weight but it had no color. It was starch white like his silk and SpiderMonkey retruns to his closet. He pulls out small jars full of multicolored liquids. He dips his fingers in the jars and puts them in his mouth. Noras eyes widen and she quickly does the same with the green colored juice. She puts it in her mouth and widens her eyes. It tasted like an extremely sour apple but it had a strange mix of mango and pineapple to it.

SpiderMonkey chuckles at Noras face and says with his monkey voice.

"I use a combination of certain fruit juices to create the color on the fabric. You won't be finding any of these fruit on this planet."

SpiderMonkey catches his mistake and quickly hands the group a jar full of red juice. No of them noticed and SpiderMonkey lets out a quick sigh. As he finshes the jacket he looks for the person who he wanted to give it too. He finds the person and whistles to get the others attention. They all stare at the jacket in awe and confusion. The basis of the jacket was a dark black but it had hints of golden and orange in it. The color was a mixture of gold and orange lines and the streamed down the shoulders to the sleeves. SpiderMonkey puts his jars away and hands the jacket to Jaune. Jaune looks st the jacket and back to SpiderMonkey. Spidermonkey nods his head with a smile and says.

"I didn't know your measurements, so I took a swing at it. I hope it serves you well for the seasons to come."

Jaune looks at the jacket and quickly puts it one. To his and the others amazement, it fit perfectly. Jaune rubs his hand over the fabric and turns toward SpiderMonkey, who was putting the materials up.

"Why would you make it for me?" Jaune asked with a confused face on. SpiderMonkey looks behind him with a small 'oh' and says.

"You remind me of well me when I was younger.** Oh, oh, a**. You have the your heart in the right spot but you don't know if you can suceed or not."

Jaune blinks and looks toward his friends. Pyrrha is smiling at him with a gentle eyes. Nora is giving him a thumbs up and Ren is nodding his head approving of Bens analysis. Ruby and Yang are giving him encouraging smiles and Blakje just nods. Weiss is the only one who doesn't do anything except glance in his direction. Jaunes smile breaks his face and he turns to SpiderMonkey. SpiderMonkey is smiling as he reaches uop and touches the symbol on his chest. With a flash, Ben is back in action and he is quickly covered in small blue wings and green eyes.

Ben pats his children's heads and smiles as Klaus attaches himself to his side. He looks forward and is quickly asked by Yang.

"Do you take orders?"

Ben looks at their faces and sighs. They are leering at him with the face Gwen used to give him. He nods his head 'yes' and is quickly being told measurements and colors for their orders. Ben was very lucky to have a spare note pad near him, huh?

_After the order fiasco._

Ben sighs to himself as he walks to his first class. It was history, and while Ben wasn't bad at it, he wasn't exactly interested in it. The teacher Mr. Oobleck was a nice man, that could give some of the kid Kincelereans a good race with his speed, but he was a little eccentric. Ben was very fortunate that he understood gibberish. He hears some soft cooeing from behind hm and he is quickly nuzzled by his children. Ben laughs and releases a 'thank you' trill before moving toward the classroom door. Ben smiles a little and says.

"At least I have Combat class at the end of the day. Thats always a bonus..."

_To Combat Class!_

Ben grins at his friends as they walk into the class. He turns to Miss Goodwitch when she walked in and began to speak.

"Today class. We will be sparring and learning each others tactics and abilities. You may request a sparring partner if you wish but I shall pair up those who don't."

Ben frowns a little at her. He doesn't mind sparring at all but he would like to learn something new at least. He hears someone call his name and he follows the voice. He sees Ruby waving him over. He grins and jogs over. Ruby smiles and motions with her hand toward Blake. Ben blinks and looks at the cat faunus. She nods her head and walks over to one of the spare sparring fields. Ben shrugs his shoulder and quickly follows. He tells his children to wait with Ruby and the others. He looks at Blake and says.

"Lets have a good fight, eh Blake?"

Blake nods and deploys her strange scythe weapon. He narrows his eyes at the literal pistol grip and he looks down at his Omnitrix. He starts scrolling through it and thinks about his choice.

"_Blake looks to be one of those silent types. She acts like a ninja half the damn time and tends to use the shadows to her advantage. Should I do the complete opposite or should I stick to the shadows and use them to my advantage? I might as well since I got a theme going..."_

Ben nods his head at his decision and looks for he alien he wanted. He stares at the symbol before shaking his head. This confused many of the others but they shrugged it off as Ben quickly slaps the dial down. The familiar green flash takes place and Ben grins a little. He feels his very DNA be rewritten and he feels the one thing that made him alive, disappear. His bones twist into a very strange shape and his skull goes upside down and a single eye hole is seen. A flurry of skin covers the mangled form and with a bright flash, Bens transformation is complete. Floating in Bens place is a ghostly spectre.

Its skin was a pale grey skin with a tint of green through out. Its single eye rested in a head that vaguely looked like a candle. Its hand were shackled to the symbol on its chest and its hands were three pronged and sharp. Its torso was covered in cracks and its elbows had a sharp point to them. The most shocking thing to them was the feeling it gave off. It had no aura or life energy to its body and the being seemed to know it as well. It spoke in a low haunting whisper that had a hint of Bens voice to it.

"GhostFreak!"

_Omnitrix database _

_Name: GhostFreak_

_SpeciesL Ectonurite_

_Home Planet: Anur Phaetos_

_These spectral like beings evolved on the cracked planet of Anur Phaetos. They look like a classical horror film but they do fashioning a little with hats and stitched clothes. Their grey skin is actually a protective cover that hides their true forms. Without their protective layer, they are misshapen horrors. They posses an exposed skull, that is turned up side down, dark blue skin that has bones protruding from it, and a gaping holes coming from it. Their tails are now striped black and white and speak with an eerie voice. The Ectonurites on Anur Transyl tend to hide their true forms and their protective skins look like patch work. These beings have a multitude of power._

_They have density altering protoplasm that helps them phase through matter and become invisible. They can posses and inhabit other bodies and control them like a puppet. Without their protective coverings, they have strong telekinetic powers. In true absolute darkness, they reach their true power. Oddly enough, each and every strand of DNA is connected to their conscious. They are immune to life energy consumption due to their spectral nature. They can take the powers of other beings but this has only been shown by Zs,Skayr. They have amazing photographic memory. _

_They can rotate their skull as an intimidating factor. Standard enhanced strength, agility, reflexes. and durability. They have retractable tentacles that can be used as an offensive or defensive attack. They are extremely weak to sunlight and can be turned to ash but they regenerate after the sun goes down. A certain chemical can cancel out their intangibility. Ben does like this form but he has some problems with using it._

_Omnitrix database end._

Ghostfreak floats and stares at Blake with his one visible eye. The other students look extremely scared of his transformation and they back away very slowly. Blake takes the first move and disappears. Ghostfreak doesn't seem worried when she appeared behind him, Gambol Shroud raised high. She brings it down and watches as it passes through nothing but air. Ghostfreak whips around and Blake parries his claws. She is surprised at his strength and pushes back. Ghostfreak falls back a little and his one eye narrows. He floats backward and looks at Blake before releasing an evil insane laugh.

"HehehehHAHAHAHA..."

They all watch in fear as he phases through the ground laughing the entire way. Someone in the crowd whimpers and hides behind his partner. (Jaune...) Blake looks around for the ghost and doesn't find him. She releases a pulse of aura and tries to pinpoint his location. She feels nothing ut she hears his hanuting voice laugh out.

"Aura is supposed to be ones soul? I'm a ghost, so I don't have a soul!"

Blake whips around and sees nothing. She feels him appear a few feet behind her. She turns around and takes a few shots. He just turns intangible and watches as Blake jumps into the arenas dark ceiling. He chuckles and flies up into the darkened ceiling. Various gun shots are heard and seen and little haunting laughs send chills down everyone back. Blake is thrown out of the darkness and she stares up in shock.

"_I was beaten in my element?! How is this possible?"_ Blake thinks in her mind and she uprights herself. Ghostfreak floats down and says something that make her stop dead in fear.

" You know what they say? Possesion is 9/10ths of the law..."

Blake blinks and feels something enter her. She feels something probe her mind and tries to fight it but to no avail. Blake bends forward to the confusion of the other students and looks up. Her once amber eyes are now a bright green.

"Time to end this match..." Blake/Ben says in a distorted voice. She/he walks forward toward a wall and stops. Ghostfreak feels a little resistence and compliments her.

"Very few people have given me this much resistence. Congrats!"

Blake/Ben leans back and slams their head into the concrete wall. The others cringe when a crunch noise is heard and Ghostfreak flies out of Blake body. Blake sways a little a falls to the ground unconscious. The other students turn to the wall and gasp. A head shaped hole is there and it went at least 8 inches into the wall. Professor Goodwitch snaps out of her shock and announces.

"Winner Ghostfreak! Am I correct?"

Ghostfreak nods his head and hisses in delight as his children fly to him. They start fluctuating their intagiblity and Ghostfreak matches theirs. Klaus appears on his side via coming out of his skin. To the others it looked like and disappearing and reappearing act. He floats over and quickly turns intangible as Yang throws a punch at him.

"You didn't have to do that, you asshole!" Yang says and her eyes flash red. Ghostfreak looks at the others and frowns inwardley at their frowns.

"I'm sorry but I'm just using this forms strengths. And it taught her a lesson didn't it?"

The all blink and narrow their eyes. Klaus releases a few chuckles and is quickly silenced by Ghostfreaks glare.

"What lesson did she learn?" Weiss asks angrily and Ghostfreak looks toward her with his one eye.

"I taught her that, there will always be something that's better than you at something, that you thought you were good at. You didn't notice it Yang?"

Yang blinks at the lesson and shakes her head 'no'. The others also calm down and think on the lesson. Ruby frowns a little at the saying and thinks.

"_What can be faster than me?"_

Ghostfreak looks at Yang and says.

"You probably thought that you had the 'hottest' semblance or aura, correct?"

Yang nods her head in affirmative and looks puzzled by his reasons.

"I used a form that was completely made of fire and all of your attacks were nothing but food for it. I had proven that there was something hotter then you and could beat you at your own element. It teaches you not to underestimate your opponent."

Yang widens her eyes and thinks about it. He was right. He used a form that could take and pary blows with her, and use her very own element against her. He taught her that someone like him could be out in the world, and they or it could wipe the floor with her. She nods her head in thanks and turns to Blake, who was getting up. She groaned and asks.

"Why does my head hurt like a stampede of Ursa ran over it?"

Ghostfreak and Klaus chuckle and the ghost says.

"Thats my fault. Sorry..."

Blake looks at the spectre and walks up to him. She looks at his form and sticks out her hand. Ghostfreak takes it ad shakes it up and down. She shiver due to the deathly cold it had but she looks to Yang.

"Can you escort me to the infirmary? I have a killer headache and I need to make sure, my skull wasn't indented..."

Yang smiles and helps her toward the door. The final bell rings and Ghostfreak nods toward his friends before flying out of the room, his children quickly following. The other students faces were priceless, when they noticed the Ectonurite floating above them.

_Later after lunch_

Ben sighs and pats his stomach happily. Team RWBY and JNPR were behind him speaking about Ghostfreak. Ben tones them out and watches as they turn toward their dorms. Ben smiles and waves to them before chuckling at his children. They are flying around his head like a solar system. A solar system that had 14 planets and a transforming sun. He reaches the entrance of the tower and is about to open it when thunder boomed above him. He looks up in shock as the dark clouds roll in and he turns around toward his children. They are trilling and crooning at him in fear. Ben is about to run to them when a gust of wind pushes him to the wall. He grunts and feels Klaus release a screech. He opens tries to lean forward and opens his eyes. His children are fighting the wind but they can't get any ground. Ben looks down at the Omnitrix and turns the dial and says.

"Give me something to save my babies!"

With a bright flash, Ben feels his body change. His body and innards disappear and transform into bandages. They coil upwards and start making a vague mummy shape. With a flare of bandages standing in Bens place was a living mummy. Its head resembled that of the ancient pharaohs and its long arms were comically wide. Its fore arms were covered in a silky cloth that was mostly black but it had green highlights. It had a belt around its waist that was connected to a long skirt that ended at its knees. With a whisper quiet, voice it said with urgency.

"Snare-Oh!"

_Omnitrix database_

_Name: Snare-Oh_

_Species: Thep Khufan_

_Home Planet: Anur Transyl_

_Thep Kufans are mummy like beings composed entirely of organic bandages. They are thin shaped and have slight ape appearances. Their heads resemble the head pieces of ancient pharaohs minus the nose and mouth. They were skirt like clothing and have two bandages hanging hanging from its back. Their chests are hollow, this allows them to store items in their chests. Their clothes come in a variety of colors and their mouthes are beak like, with sharp teeth and a long tongue. _

_Due to their unique physiology, they can use their entire bodies for many uses. They can survive in the vacuum of space. They are incredibly resistent to damage due to their important organs being in their shell. They can regenerate from almost complete destruction. They have limited shape shifting abilities. Like all beings in the Anur System, they are immune to corrodium. They can even block the harmful radiation and store it inside their bodies for safe keeping and an extra power boost._

_Database end_

Snare-Oh extends his tendrils toward the little ones. They screech and croon as the bandages wrap tightly around them and pull them toward the Thep Khufan. Snare-Oh feels another gust of wind come and he extends the two bandages on his back into wall behind him. Klaus is pushing himself against the mummy and is trying to keep his zipper shut. The tendrils burst through the stone and anchor him to the wall. His legs dig into the ground and he starts pulling his children closer. The little Necrofriggians nuzzle into the bandages as the wind picks up and rain falls. Snare-Oh wills his tendrils to pull him toward the wall. They slowly start to pull him and he focuses on his little ones. With a great pull, he feels his little ones in his large arms. He releases a loud sigh and opens up his chest.

The babies screech and croon at him and he smiles as another torrent of rain hits him. He sends a reassurance pulse through their link and puts them in his chest cavity. They move around until comfortable and croon at him as the bandages start closing up around them.

"This will keep you dry and allow you to sleep without worry. Mommy will be right here."

They croon and Snare-Oh watches as their large green eyes close. He looks up at the storm and prepares for another gust on wind. It hits and Snare-Oh grunts from the force and pulls himself closer to the wall. Klaus is quickly put in his chest cavity and Snare-Oh looks up again. The rain was really picking up and he could feel his bandages get soggy and heavy. He looks around for some shelter and finds none. His head looks up to the tower and he can vaguely see his window.

"Should I really chance it and try to climb up to my room?"

He hears the soft breathes from his children and looks up at the sky as a bright flash blinds him. A window shattering 'boom' echos across the land and he looks up at his room. A bolt of lighting had struck it and the top portion was destroyed. Snare-Oh's eyes widen from the blast and he quickly covers his chest as the debry falls over him. He looks at the large rocks and grabs them with his hands. He starts pulling them toward him in a makeshift dome and before long he was covered in the rocks. Snare-Oh sighs and lets his chest open a little. His little ones are sleeping soundly despite the storm. He looks at the dripping rocks as rain pelts his makeshift hut and he nods his head. Time for a late nighter..

_The next morning._

Snare-Oh blinks in surprise as sunlight comes in from the cracks in his hut. He quickly unanchors himself and pushes against the rock hut. It falls and Snare-Oh squints as the sun blinds him. As his vision returns, Snare-Oh gasps at the destruction.

"Holy Celestialsapien..."

His children push through his chest and croon at their mother. Klaus quickly jumps out and connects to Snare-Ohs side. Snare-Oh looks at his little ones and smiles as, they look fine. He looks down at the magical bag and chuckles at the crooked zipper. The babies stop their crooning and stare at the sight in front of them. Even Klaus is silt by the sight. Snare-Oh takes the words from their minds.

"This is going to take awhile to fix..."

End of chapter.

**Authors note: Hey guys and girls! I accidentally lost my USB hard drive. That pushes 'Guardian of the Ocean back a little but I had an extra half done copy in my computer. Lucky me!~~ I hope you guys like the chapter and sorry for any grammar or spelling mistakes. What alien form should Ben chose for Weiss. I have the others done but Weiss is really stumping me. I was thinking of using Eye Guy for his elemental eye blast or maybe Feedback?**** If you liked leave a review and any tips or tricks for me are appreciated. Thanks!**

**This is Luckyplains13 signing out!**


	6. The clean up and the reveal

nBen 10 and RWBY crossover

Omni: The shapeshifter of Remnant.

"Person or creature speaking."

"_Person or creatures thoughts."_

**Authors note: You guys are really getting into this. That is very awesome and amazing. I hope that I can continue this story to its fullest potential. Sorry for any mistakes in the last chapter and I'm also sorry for any in this chapter. From what i've seen, everyone wants me to use Feedback against Weiss. I agree and our favorite Conductiod will make his appearence in the next chapter. This one is for Ruby and the big reveal of Bens transformations. Thanks for everything and I hope you like the chapter. Ja'ne!**

Chp 6: The clean up and the reveal.

Snare-Oh looks at the storms destruction in awe and sadness. Many of the dorms are missing pieces and the rubble litters the walk ways. The rubble varies in size and pieces of them have scorch marks from the lightning. Small flames are dancing across some of the trees and the wind howls empty. The Thep Khufan looks up toward his tower and walks over to the wall. Klaus chitters at him and Snare-Oh nods his head. His hands stretch to the nearest ledge and he starts swinging his way up to the remains. His children coo and follow behind him, wary of the falling rocks. With a final leap, the mummy lands in the remains of his room.

The sight saddens him greatly and he touches the Omnitrix symbol on his waist. Ben frowns at the large crater in his floor and walks around it. His clothes have been incinerated beyond repair and his bed in missing half of its body. His kitchen s completely gone and Ben whistles lowly. Klaus hops from his side and jumps his way to the security panel. He chitters up at it and it whines back. Ben smiles at the interaction and looks out of the large hole. The left over water is washing away pieces of debri down the streets and random objects accompany it. Ben looks at the destruction with an inquisitive look upon his face. He snaps his thumb and looks through the Omnitrix. He grins at the image and slaps it down. His body expands and becomes a thin weak metal. His innards slowly morph into clock like gears and his head grows into a vague winder. With a green flash standing in Bens place is a large metal being.

Its main color is a metallic gold and black lines run across its joints and body. It has a small window on its chest and In the window is moving, ticking gears and the Omnitrix symbol is located upon the glass. Its head looks like a wind up toys starter and its face is emblazoned on its front. The being looks forward and says with a floury of its arms.

"ClockWork!"

_Omnimatrix database_

_Name: Clockwork_

_Species: Chronosapien_

_Home Planet: Unknown_

_These mechanical lifeforms, though they look more like machines than biological, come from an unknown planet. They are made of a brass like metal and have a translucent window which shows theirs innards. They have round heads and a semi-round crest on their head. Theses beings have the ability of Chronokinesis or the ability to control time. This allows them to fire a beam that can either age their enemies to dust or time travel them. They can also show an event that happened in the past via their crest, which spins and creates a small bubble of viewing. They can also time travel or fix things with this power. They can slow down time which makes them look extremely fast but in reality, they are very slow._

_They have been prone to breaking and can not handle large amounts of force. If enough damage is done to the Chronosapiens body, they power down until repairs can be done. They are horrid runners and tire out very quickly. If their gears is struck, they are greatly stunned. Ben doesn't use this form for combat unless by accident. He does use it for helping others and finding clues. He talks in a German accent._

_Database end._

Clockwork looks around the room before saying.

"Letz see if I can do anything about thiz.."

The gear on his head starts to spin and the entire room is covered in a green bubble. Klaus stops chattering and looks at the metal beibng in happiness. Clockwork nods in acceptance and says.

"Time Reverse!"

In a split seconds the air around them started vibrating and specks of dust and rubble start floating. With a snap of his finger large boulders and his clothes start repairing themselves. Before long the room is like it was before the storm and Clockwork stops the time reversal. With a small sucking noise the green bubble disappears and Clockwork looks at the room in satisfaction. He walks over to the window and his children release small croons at his waddle. His body lets loose some little ticks as he pushes the window open and listens for the familiar ticking of Beacons green lights. His face lights up in a smile as the beacons release a happy dong and returns to its duty. Clockwork looks around the area and notices some commotion near the underclassmen dorms. He blinks as he notices the hair colors and looks toward the door.

"Zhis is going to be a problem..."

He glares at Klaus as the little bag chitters and laughs at him. His children croon and attach to his bronze body. He sighs and walks toward the door and opens it. He groans as he pushes through the small door and lets out an 'oph' as he finally gets out of it. He closes the door and starts walking down, the thankfully large stair case. His gears release a little whine and he quickly walks toward his friends.

"I hope no one was hurt.." Clockwork said with worry in his voice.

_With Team RWBY and JNPR._

Ruby looks at the destroyed dorm. It was hit by lightning and both RWBY's and JNPRs rooms were destroyed. Luckily they weren't there but they can still feel the intense heat from the strike. Yang is smiling and trying to be encouraging and Blake is just staring at the sky in anger. Weiss is just staring blankly at the burnt and charred dorm. Jaune is crying a little and Pyrrha is hugging him, whispering soft, kind words. Ren is hugging Nora as she bawls over her lost stuffed animal collection. Eight heads shoot up as they hear a strange clanking noise behind them. They turn around and stare at the clock like being jogging up to them.

They draw their weapons but stop as they see Bens children following the being. The being stopped and they look at the Omnitrix symbol on its chest. Ruby breaks the silence and asks.

"Ben?"

The being smiles and says with a strange accent.

"Ya but you may call me Clockwork."

The now named Clockwork looks around at the others and releases a happy sigh. It looked like no one was hurt but they did look extremely sad. He followed their gazes and blinks at the dorm or what was left of the dorm room. A large amount of the building was untouched but in the middle is a large smoldering crater. He pieces two things together and says.

"Your dormz was hit by lightning?"

Ruby nods her head and Clockwork frowns. He starts walking to the dorms entrance and he enters. The others blink at him and look at each other before shrugging. They run in the entrance and looks for him. They notice him walking up the stairs, toward their dorms and they run to catch him. Clockwork hears them running up to him and turns his head around the corner. He looks at the gaping, charred hole and releases a 'hum'. The others catch up and nearly start crying at he destruction. Ruby releases a small whimper and whispers.

"Fort Ruby..uuuuu~~.."

Clockworks gear starts spinning and the other cover their eyes as the green bubble engulfs the two destroyed rooms. They all open their eyes and gasp in awe. Everything seemed frozen and Jaune looks outside. The birds looked frozen in mid flight and Jaune looks at Clockwork.

"What did you do?" Jaune asks and walks to Clockworks side. The large Chronosapien doesn't answer but he raises his hand and says.

"Time Reverse!"

The very air around the time being vibrated and the other look on in awe and fear. The remains of their dorms start rebuilding and reappearing. Their beds return to physical form and soon enough so does the floor. Their decorations slowly reappear and they look on as the left over ash flies toward their origins. With a final bright light, their doors return and lock. Clockwork stops and pulls back the green field. Ruby and Jaune blink as the light disappears and Clockwork turns around. He motions with his hand and says.

"Take a look.."

Clockworks face dims down and he falls back. Yang tries to catch him but fails as the weight catches her. The large body hits the ground with a 'thud' and his children release panicked screeches. Klaus appears on his chest and releases reassuring chitters. Klaus turns toward the others and nods. Ruby and Jaune gulp and walk over to their respective doors. With a gulp, Ruby pushes the door open and she feels her breath escape her. Weiss, Blake, and Yang follow in and gasp in shock. Their room was back and the exact same as they left it. Weiss walks forward and touches her bed covers. It was real, all of it was real.

"How?" Was all Weiss could say as she looked at the room in shock and happiness. No one answers her but Yang walks over to her bed and lays in it. She releases a happy sigh and watches as Blake goes through her book collection. The cat Faunus smiles as her favorite book comes into view. They all look up as happy squeals come from JNPR's room. They all walk out and look as JNPR looks around their room in shock. Happy screeches catches their attention and they look toward Clockworks body. The gears restart an he sits up. The Chronosapien looks up and is quickly covered in a giant group hug.

He groans and looks down at the teams smiling faces. He hears his body bend and break from the extra pressure and quickly says.

"Can you uh let me go now?"

They all respond quickly and Weiss asks.

"How did you do this?"

Clockwork blinks and innocently says.

"Do what?"

"These rooms were destroyed completely! And some how you fixed it like it never happened.." Weiss says with a tick mark on her head. Clockwork chuckles and decides to let go of the jokes.

"This form has the ability of Chronokinesis."

He looks up and is greeted by confused looks. He deadpans and says quickly.

"I can control time..."

He hears the shocked gasps and is quickly asked by Weiss.

"But thats impossible!"

"Honey, I do the impossible everyday. This is nothing to what I can truly do.." Clockwork says with a twitch of a nonexistant eyebrow. Weiss is about to retort when the intercom makes its presence known.

"Will all of the student teams report to the docks. All student teams, please report to the docks and if you have any injuries, please report to the infirmary."

Clockwork takes the chance to touch the Omnitrix symbol and reverts back to Ben. He looks at the others and jerks his finger toward the exit.

"You comin' or what?"

His children screech and fly ahead of them. Ben smiles at their faces and slowly makes his way down the stairs. He exits and looks toward where his children went. He sees them floating near a broken tree and he runs up to them. Team RWBY and JNPR aren't far behind him as they quickly run up beside him. Ben feels his mouth open slightly at the gathered students. Many of them seem tired but okay. Ozpin appears on the lift and begins.

"Hello students. Last nights storm caught us all by surprise and it was much stronger than anticipated.."

"_No duh. Never trust the weather channel.." _Ben thinks with a small snicker. He blinks as Ozpin starts announcing teams.

"Vale City was hit hard by the storm and they are requesting assistance. That is why I am sending you students there to help the proceedings go by safely. Please listen to the authorities and try not to damage anything else."

Dust ships lumber themselves toward the surprised students. Ben sighs and walks over to Ozpin. His children croon at him as he points at Ozpin. Ozpin looks at him with a raised eyebrow and Ben quickly elaborates.

"Can you please, watch my little ones until I am back. There are some things they shouldn't see just yet."

Ozpin makes an 'oh. sound and he bows toward Ben and says.

"It shall be my pleasure."

Ben nods in acceptance and tells his children to stay with the nice grey haired man and blonde haired witch. They croon and cry at him but Ben quickly shushs them with a little trill. They float up to him and nuzzle him before following Ozpin and Glynda with their wings drooped. Ben frowns a little before walking to the dust plane. The others are staring at him in confusion and worry. While the dust planes fly off, Ozpin feels a cold whisper go down his neck. He turns around and shrugs with a small thought on his mind.

"_That felt like a 'I will kick your ass, if my children get hurt' glare..."_

He never noticed the demonic form of Ben following his form as the plane flew away.

_At the dust plane._

Ben slowly returns his stare to the others. They are speaking to each other and some have frowns on their faces. Ben leans his head back and releases a nervous and sad sigh. If he knows anything about storms and what they do, he will have some trouble on his hands. He feels a tap on his shoulder and turns his head where the tap originated. Jaune is looking at him with worry and asks.

"Why did you make your kids stay at the school?"

Ben looks at the blonde haired knight and looks to the others. They also seem curious and Ben looks at them with a sad frown.

"This isn't going to be a normal clean up..." Ben says while he leans forward a little. His fingers intertwine and he hears Ruby ask.

"It won't?"

Ben nods his head 'no' and stands up. He looks outside and notices a chunk of land coming toward them. He decides to answer Ruby.

"A storm of that size isn't going to leave empty-handed."

He can imagine the confused faces of the other and he waits for the announcement. He doesn't hear it but the back end of the plane opens up. He walks forward to the ledge and the others follow. He hears their gasps and a few of the students throw up. The entire city was flooded and muddy water flows in and out carrying debris. Pieces of wood and trash congregate and make makeshift islands and if one would look closely, they would see vague human shapes. He looks around and sees some people waving at the planes from the roofs of houses. He gazes sadly at the image and says.

"As I said 'the storm didn't leave empty-handed."

He hears a lurch of a student close to him. He looked back at Jaune and frowns. He wondered if it was from his motion sickness or the sight of dead bodies floating throughout the town? Ben turns his attention to the piece of land, they were landing on. Various police men and women were helping people on to the shore. Medical teams were setting up tents. Children were crying and looking for a familiar face. The large plane touches the ground and Ben takes the first step off. The other teams quickly follow and are directed toward various jobs. Ben sees a police officer giving orders and starts walking toward him.

Team RWBY and JNPR don't know what to do except follow Ben. He arrives and taps the cop on the shoulder. He turns around and asks.

"What is it?"

"I want to help." Ben says with small smile. The cop snickers and motions to the medical tents. Ben shakes his head 'no' and quickly adds.

"Whats the situation?"

The cop glares at him and seems to think on it. He nods is head and asks.

"What can ya do?"

Ben grins and answers.

"Anything."

The cop frowns and motions for the teams to follow him. He walks over to a tent and pushes it open. Various police officer were answering calls and moving papers. The lead officer was at a large makeshift table and was giving orders. The younger cop walks to him and starts whispering in his ear. The old man looks toward Ben and nods his head and waves him forward. Ben walks forward and the old police officer says.

"What do you want to know?"

"Your name would be first." Ben says with a small smile. The old detective smiles and answers.

"Marcus Jupil."

Ben nods at the name and looks at the map. Bits and pieces of it were marked in red but a large amount was covered in black. Marcus looks at Ben and grunts before standing back a little. Ben decides to pop a question.

"Tell me the situation and all the details you got."

Marcus nods his head and leans over the map before beginning.

"The entire city is flooded and for some reason the storm drains aren't working. We have various boats out there patrolling and bringing in more survivors. No power and dead bodies floating down the streets. Whats not going wrong?"

Ben frowns at the information and looks at the map. He notices 3 distint marks named 'D1, D2, D3'. Ben points to them and says.

"These the storm drains?"

Marcus looks at map and nods his head in affirmation. Ben grunts a little and waves RWBY and JNPR over. Klaus chitters at them from Bens side. They walk over horribly slow and Ben points to the 3 drains. They blink at him and Ben looks up to Marcus.

"Do you know why they aren't working?" Ben asks and Marcus puts his fist under his chin and hums. Marcus takes a few seconds answer but the answer made Ben groan.

"Their probably blocked by debris and they might just be blocked at one spot."

Ben looks at map once more and takes notice of where the pipes supposedly end. He frowns a little as the map shows smaller drains but not an entrance. He looks at Marcus and orders.

"Tell your men to stay away from any large drains and tell the people to sit tight."

Marcus looks up confused and RWBY and JNPR follow Ben out of the tent. Ben walks to the edge of the swirling and angry water. He looks around for something and finds it via a young officer. He walks up to him and taps his shoulder. The cop turns around and Ben asks.

"Can I see your walkie talkie?"

The officer blinks at the request but he hands it to Ben. Ben lays it on a box and pulls up the Omnimatrix. He finds the form he wanted and slapped the dial down. Everybody covers their eyes as the bright green light blinds them. Once it died down, standing in Bens place was Upgrade. Some of the nearby people start to scream and move away and even some of the officers draw weapons. Klaus hisses at them from the Galvanic Mechamorphs side but Upgrade hushes him. Upgrade looks at the gathered people and waves at them. Some of the children wave back but are quickly silenced by adults. Upgrade looks at the walkie talkie and morphs with it.

A few bright green sparks come from the Galvanic Mechamorph walkie talkie before Upgrade demorphs. Jaune and Ruby look on in confusion and awe as Upgrade walks toward them. He holds out his hands and sitting in them are 8 small head sets. He motions for the others to grab one and they quickly do. Upgrade looks at them as they put on the ear pieces before slapping the symbol on his head. Standing in Upgrades place was Ripjaws and he decided to introduce himself.

"Ripjaws!"

_Omnimatrix database_

_Name: Ripjaws_

_Species: Piscciss Volann_

_Home Planet: Piscciss_

_The Piscciss Volann are a species of amphibious fish from the water planet of Piscciss. They are covered in durable scales that come in mostly grey to bluish grey. When they are young their teeth are external but become external as they get have multiple sets of gils on the side of their heads and an antenna for deep-sea diving. Their hands are razor-sharp claws that have 3 fingers and an opposable thumb. As they grow older, they will need less and less water. _

_They are incredible swimmers due to their speed and agility. Their mouths are filled with razor-sharp teeth, that have been shown to bite through almost anything. They can unhinge their lower jaws to hold larger objects in their mouthes. They are masters of aquatic combat. They can withstand the crushing pressure of the ocean with relative ease. They can walk on land nut their powers are severely weakened. Their only major weakness is that they can not stay on land for long. If they do, they can dehydrate and die. They are not picky eaters. One of Bens favorite alien but cannot be used due to the land weakness._

_Database end._

Ripjaws releases a high pitched squeal and jumps into the muddy water. His head pops up a few seconds later and he throws Klaus to Jaune. Jaune catches the small bag and looks at it. Ripjaws looks at Jaune and he explains.

"Those headsets are directly linked to me. That means you guys can contact me while I unblock the pipes. Just put your finger on the small round piece and it will do the rest. Also, Klaus mind Jaune while I'm away."

They all look at each other and back at Ripjaws. He motions for them to test them and they do. Klaus releases a few giggles at the teams before jumping from Jaunes hand and into the forest. Ripjaws looks at Jaune and points to him.

"I want you to guide me to the main drain."

Jaune blinks and points to himself. Ripjaws smiles showing his sharp, jagged teeth. Jaune blinks once more before asking.

"How can I do that?"

"I sent you a upgrade. This upgrade will let you track me via echo location." Ripjaws exclaims and Jaune pulls out his scroll. He opens it up and sees a new message. He opens it and nearly drops it in surprise. The entire city was on it and 8 small green dots were blinking. He looks at it and looks for the main drain. He finds it and points to the north east of Ripjaws.

"That way should lead you to the main drain."

Ripjaws nods his head and waves at them before diving in the water. Jaune looks at the others and shrugs his shoulders. They frown before walking off to help with the other provisions. He turns around to the muddy water and whispers.

"For some reason, this seems like a bad idea..."

_With Ripjaws_

Our resident Piscciss Volann sighs to himself as he dodges another up rooted tree. His gills quiver slightly as he dives a little deeper toward the underwater streets. He slowlt moves away as a free floating car passes him. He looks down at the Omnitrix symbol and says in his normal garbled voice.

"Am I getting close, Jaune?"

He hears a slight squeak from the other end and is quickly deafened by a high-pitched screech. He pulls away slightly and waits for the reply. Jaunes voice comes through deafened by the water but loud and clear for Ripjaws.

"The entrance should be a few more blocks ahead of you. Sorry for the delay. And the squeak... It was a mouse..."

Ripjaws snorts to himself and says.

"Thanks and sure it was. Also, Jaune I've been in the super hero business far to long to be fooled by a joke like that. Next time buddy."

Ripjaws returns to swimming and he quickly notices something in the water. There was something following him and it was fast. He picks up speed and sees the entrance to the pipe. He radios in.

"I've found the entrance. It was blocked by some wood and rocks."

He picks up the largest rock and moves it away. The flow starts back up a little and Ripjaws moves the final piece of wood away. He looks at the crate and grabs it. He pulls it off with practiced ease. He pushes through the small hole and looks around at the large drain pipe. He whistles lowly but it sounded like a low pitched whine.

"This is pretty big, for a storm drain anyway.."

He waits for the flow to pick up and he starts following it. The flow takes a sharp turn and Ripjaws prepares for the sight. He looks at the darkened tunnel and increases his lures brightness. The sight that greeted him appalled him and confused him greatly. Large amounts of trash and debris had collected into some type of large stopper. He could literally see the pop and aluminum cans from his distance. He swims up to it and radios in quickly.

"Found the problem. Large amounts of trash has collected into a large gate and its stopping the water from leaving the pipes."

He swims closer to it and sees some holes in the structure. He looks through one and frowns at the darkness a little before wading away from it. He looks around for soe type of weak spot or break in the structure. He finds it in the form of an old rusted pipe. He quickly pushes through the current and takes hold of the pipe and pulls. It doesn't budge and Ripjaws flares his gills agitated at the blockage. He tries to think of a way to get rid of the pipe and he finds one way. He swims up to it and opens his large mouth. With great ferocity, he bites through the rusted metal causing the structure to bend and break.

He backs up nd grabs onto the wall as the water bursts through the trash and torrents toward the end of the pipe. He waits for a few seconds until the water is calm again before swimming back to the middle. He looks at the retreating trash and smiles before turning around. He stops dead when he feels a presence behind him. He doesn't answer when the Omnimatrix symbol chimes and Jaunes voice comes through.

"You did it Ben! The water is going down and from what I can see, the others pipes have been unclogged as well. Fucking brilliant!"

Ripjaws doesn't answer as his eyes dart around the area trying to find the disturbance. He sees movement and follows it but shuts his eyes as the lights turn on. He hears Ruby's excited voice come through.

"Hey! They got the secondary generators running. You should have some light to see by now Ben."

Ripjaws frowns at the Omnitrix but returns his eyes to the beast in front of him. It had the vague look of a reef shark but its primary color was black. Its back tail fin was scarred and was missing some parts to it. Its black body had scratches and burns though out it. It's dorsal fin was covered in a white bony armor that looked plated. Its 4 small beady eyes followed his every movement and its large gills flared with large gulps of water. Its mouth opens showing decaying teeth and Ripjaws flinches a little at that. He looks at the Omnitrix slowly and says lowly.

"That's great and all but I'm in one hell of a pickle. And I need silence, if I want to survive without some scratches and scars."

He doesn't hear anything for a few seconds before Yang's cocky voice comes through.

"What'cha having problems with fish man?"

Ripjaws gills flare a little at the nick name but answers a little.

"I'm looking at a shark Grimm and its looking right back at me."

The shark Grimm starts swimming toward him and Ripjaws stiffens a little. These Grimm were known by the names of "Scourges of the sea" and were feared by even S class hunters. Their teeth could bite through some of the strongest metals on Remnant and keep going. The shark decides to speed up a little and Ripjaws takes off in a burst of speed. The shark lunges at him and he moves back before swiping at the Grimm with his claws. It hits flesh and causes blood to flow freely. The shark squirms in pain for a few seconds before snapping at the Piscciss Volann. Ripjaws smacks his tail against the beasts mouth and watches as it swims a few feet away.

The shark and Ripjaws start circling each other slowly before Ripjaws takes the initiative. He lunges forward and ducks as the shark swipes its tail at natural predator instincts kick in and he growls lowly. His mouth opens and he bites the sharks upper body. The shark starts swimming into the wall trying to get the fish man off of its body but it doesn't work. Ripjaws bites harder and hears some quick puffs of Water. The shark slows down and Ripjaws let's go. He watches as the shark swims around slowly before turning around toward the Piscciss Volann. Ripjaws looks at the large bite mark he left and frowns a little but shrugs it off. Theses grimm get in fights constantly, so it should heal within a few weeks. The shark looks at him with weak eyes before turning tail and swimming away.

Ripjaws shakes his head to free himself of the urge to chase the shark and eat it. He starts swimming back toward the entrance and looks down at the Omnimatrix symbol. He sweat drops as he notices that he turned off the communication module. He turns it back on and is assaulted by Jaunes worried voice.

"Ben! Ben can you hear me? Come on buddy, answer..."

Ripjaws smiles at Jaune worry. He worries to much...Ripjaws answers the question.

"Yes, I can hear you. So please stop yelling..."

He waits for the response but hears none. He shrugs his shoulders and swims out of the entrance. The water was quickly draining and Ripjaws picks up speed. He looks up and sees the water slowly getting lower. He starts to swim faster and he quickly arrived at the little hill. He jumps out of the water and lands on the ground with a satisfied huff. The Piscciss Volann blinks at the gathered people and calmly waves at them. He turns his head to the left when some shuffling is heard. Team RWBY and JNPR burst out of the crowd and look at Ripjaws in relief. He smiles a little and feels a small tug on his webbed hand. He looks down and blinks a little at the sight. It was the little cat Faunus from when he was Goop.

He looks around uneasily at the other people and gulps a little. His gills flare a little and start to dry but he ignores it. He bends down to the little girls height causing her to back away slightly. Ripjaws eyes soften a little and he releases a low purr and growl. The little girl gulps a little and walks forward. Ripjaws decides to ask the question.

"Hello little one. What is your name?"

The little girl squeaks at his voice and hides behind her ears. He chuckles a little and the noise makes the girl look at him. She looks down timidly and starts to twirl her foot into the wet ground.

"Do you know the green slime super hero?"

Ripjaws blinks at the question but nods none the less. The girls eyes brighten and she starts to smile widely. She reaches into her muddy dress and pulls out a small misshapen doll. Ripjaws blinks at it and realiases that it as Goop. Its body was made of a bright green fabric and his eyes were represented by small yellow buttons. His UFO was a ben coat hanger. He smiles at the sight and the little girl begins.

"Can you..um..give this to him? Tell him it's from Eleanor Bright.."

Ripjaws looks at Eleanor in happiness and he gets up and says.

"Before I do that, would you like to meet him and give it to him in person?"

Eleanors head shoots up and she nods vigouresly. Ripjaws nods and says.

"Well alrighty then..."

He slaps the Omnitrix dial on his belt and a bright green flash takes every one by surprise. When the short blindness wears off, everyone blinks and stares at the figure in front of the girl. Goop stares at the surrounding people before moving his eyes back to the little girl. She was looking at him with bright eyes and a small grin, that was missing some teeth. His gets down on 1 knee and says.

"You wanted to meet me?"

He doesn't get the answer but he feels the girl try to hug him. He wills his ooze to stay in place and watches as the girl nuzzles into his chest. His large arms wrap around her ,giving her a large gentle hug. She backs up and looks back at the others with a big excited grin on her face. She reaches out with the roughly made doll extended and Goop takes it in his hand. He traces it and says.

"Thank you, Eleanor. You are very brave to give this to me.."

Eleanor tilts her head and squeals before hugging his legs. He pats her head and starts walking to the others. Marcus walks out of the tent and smiles at the sight of Goop. He walks forward and takes Goops large hand in his own and shakes it up and down.

"I don't know how you did it nor do I care but that little stunt, really helped." Marcus says with a grin. Goop nods his head in affirmative and looks at the decreasing water. His scratchy, radio voice breaks through the silence.

"The water should be down with in the hour. We shall help with clean up and other things."

Marcus nods in acceptance before shaking Goops hand once more. He walks back into the tent and Goop turns around with Eleanor still on his legs. Jaune walks forward and smiles. Goop returns the gesture and looks to his left as Nora pokes his gelatinous body. She grins and plucks a piece of it off and starts stretching it. The small green ooze stretches and bends to any shape, she could make and Goop chuckles as he wills the 'goop' back to him. He looks up at the small UFO and says.

"Omnitrix. Command Code 1010. Tennyson Benjamin. Engage Life - Form Lock."

The small UFO beeps and replies in a nigh exact copy of Bens voice.

"Engaging Life - Form Lock. Engaged.."

Goop jerks a little as the chip does its job but he quickly rights himself. He turns around and starts walking toward the other tents. He looks behind him and says to the others.

"Come on, we got some work to do."

They all blink and scramble to other places. Goop notices Weiss strange glare bt shakes it off. He looks down to little Eleanor and smiles before moving to the medical tent. They had a long way to go before they could go home.

_Time skip: 4 hours later ( 7:00 p.m.)_

Our resident Polymorph releases a soft trill as he desolves a pile of trash and debris. He hears some commotion behind him and smiles a little. Little Eleanor was helping by picking up sticks and small things of debris. The others were helping as well. Jaune and Pyrrha were helping by handing out food and water for everyone. Yang and Nora were helping some of the construction workers destroy the boulders and trees that were uprooted. Ren and Blake were helping the elderly and children around the area. Ruby was running around helping out anywhere she could and Weiss was helping the police officers obtain order. Goop ponders a little on the white haired heiress. Ever since he first transformed in front of them, she has been giving him the stink eye. He hears some soft chittering and looks toward a destroyed house.

Klaus jumps out of it and trills happily at the sight of Goop. Goop smiles and picks up the small magical bag.

"Klaus! Where have you been my little friend?"

The little bag chitters up at him and opens his zipper mouth. Goop blinks and reaches into it. He grabs something and pulls it out. He releases a happy little trill and nuzzles Klaus to his 'goo' face. Sitting in Bens hands is a little cartoon pendent. The strangest part of the pendent was the color scheme. One side was completely black and the other was completely white. The black ones smile was like Bens evil smile and it had a single red-eye. The white side had a gentle happy smile on it and its eye was a light red. Ben used to take that little pendent everywhere before the transportation. He feels a slight tug on his lower leg and looks to the source. Eleanor was pulling at his leg and reaching for a pick up. He smiles to himself and picks her up, his ooze forming around her in a tight grip.

Eleanor giggled and blinked at Klaus. Klaus chitters at her and nuzzles her face causing Eleanor to giggle and squeal. Goop hears someone call his name and he turns to find the voice. It was Jaune and he was waving at him from the landing zone. Goop starts walking to Jaune, waving at some of the people. He looks up and blinks in surprise at the sight. The entire sky was full of stars and constellations. He smiles at the sight and releases a small sad trill. He really missed going out into space and seeing new planets and meeting new people. Eleanor pokes his head with her finger ands giggles as it goes through the goo. Goop looks at Eleanor with a small nonexistent smile and he wonders something.

"Excuse me, Eleanor? Where are your parents?"

Eleanor looks down at Goop with what he would consider, a sad look. She answered and Goop feels him self fall into a sad puddle.

"Mommy and Daddy hid me away, when the mean storm came. I couldn't find them, so I waited until I was found by the nice people."

Goop stops at the foot of a hill and thinks on this. Her parents could very well be dead and Goop knows it. He doesn't want to admit it but it is a possibility. He starts up the hill with him saying.

"Your parents are probably just lost. They'll find you after the clean up is done."

Goop looks around for Jaune and finds him near the others. They were all smiling and speaking to each other and Goop looks up as a dust plane lumbers toward them. He jogs over and Jaune decides to answer.

"Headmaster Ozpin wants the students to be back at Beacon to help with the repairs. He said we can come back tomorrow, if wanted."

Goop nods his head and sits Eleanor down. He points at Jaune and then at Eleanor before walking toward Marcus. Marcus was helping get a secondary generator up and he blinked when a dark figure loomed over him. He turned around and swung at the person but blinked when his hand came back covered in a green ooze. He looked up at the annoyed glare of Goop and says.

"Whoops..."

Goop regrows the missing ooze and says.

"By any chance, have you found anybody by the last name of Bright?"

Marcus blinks at the sudden question and walks over to a small table. He picks up a large stack of papesr and starts looking through it. A minute later, he looks back up and asks.

"Why the curiosity?"

"Their daughter is by herself and I really want to help her find them." Goop says while he looks to Eleanor. She was giggling as Jaune makes a goofy face at her and Goop releases a high-pitched squeak and Marcus smiles in understanding.

"We haven't found any body with that last name yet but more people are showing up. So there's a good chance that her parents can still show up."

Goop releases a sigh of relief and looks at Marcus gratefully. He turns around and starts walking back to the airship. He turns around and says.

"If you find anything out, give me a call."

Marcus nods at Goop and watches as he runs over to Eleanor and points at him. Eleanor looks at Goop and hugs him before running over to him. He smiles at her and watches as Goop gets on the dust ship. The large ships takes off and slowly lumbers off toward Beacon.

"Lets go get you something to eat, eh?"

_On the dust plane_

Goop sits down and looks at the retreating city. He sighs to himself and says.

"Omnitrix. Command Code 1010. Benjamin Tennyson Disengage Life - Form lock."

The small UFO beeps and says.

"Disengaging Life - Form lock."

A bright flash takes the ship by surprise and Ben is sitting on the bench in Goops place. Ben sighs as he readjusts to his human form and leans his head back. He hears some people talking around him and he looks outside the window. He smile at the stars and puts his hand on the glass. Klauss chitters up at him from his side and Ben nods. He pulls up the small pendenent and looks at it before sighing. He hears someone call his name.

"Hey Ben.."

Ben looks up as his name was called and he finds the source. It was Weiss and he answers her.

"What'cha need Weiss?"

"Where do your transformations come from?" Weiss asks with a smug smile on her face. Bens eyes snap open and he looks at her in surprise. The others nod and Pyrrha chimes in.

"I wondered that as well..."

He looks at the questioning gazes and decides to answer without saying a thing. He points upward and says nothing. The others blink and follow his finger. Yang frown and says.

"They come from the sky?"

Ben shakes his head 'no' and chuckles a little. He walks over to the large window and leans against it. He turns to them and with the most badass back drop ever, asks.

"Do you guys believe in aliens?"

End of chapter.

**Authors note: This chapter was a total ass hole to write. I kept forgetting to add Klaus into the story. But away from that little spectacle, you guys are awesome. You guys and girls have been giving me good reviews and ideas, and I'm sorry for any grammar or spelling mistakes in this chapter. I don't deserve your praise. Ruby's fight should be next and for Weiss's, Ben will be switching out forms every so often. Thanks for everything and leave a review if you like. Put in some tips and tricks. I do take request's, If they are reasonable and I can write them correctly. Thanks for reading!**

**This is Luckyplains13 signing out!**


	7. Aliens and speed that can stop time

Omni: The shapeshifter of Remnant

Ben 10 and RWBY crossover

"Person or creature speaking."

'_Person or creature thinking.'_

**Authors note: Hey guys and girls! I didn't get that many reviews for the last chapter. I'm cool with that and it makes me strive harder to put out more chapters. I'm sorry for any grammar or spelling mistakes last chapter and this chapter. I'm thinking of using Xlr8 or Fasttrack for Ruby's fight. Leave your comments at the review section and enjoy the chapter. Ja'ne!**

Chp 7: Aliens and speed that stops time.

Ben receives nothing but silence for a few seconds. He looks down at Kraus and Klaus looks up at him. They blink before Ben says.

"I think we broke them..."

Klaus releases a few insane chitters and Ben chuckles with them. He hears Yang answer.

"What so you mean by 'aliens'?"

Ben blinks and deadpans.

"Do you mean the 'life on other planets' aliens?" Ruby asked with a tilt of her head. Ben nods at her in affirmative. They all blink before answering.

"Absurd.." Weiss said with her nose in the air. Blake goes next.

"Nope..."

Ruby stands up with a large grin and says.

"Yep!"

Yang answers with a simple 'no'.

Ben frowns at the answer but he turns his head toward team JNPR. Jaune was looking at Ben in surprise and Pyrrha was as well. Nora was bouncing up and down and Ren didn't really care. Nora answers first with a floursih of her hands.

"Yes!"

Ren looks at Ben before shaking his head 'no'. Pyrrha does the same as Ren but Jaunes answer was longer.

"I want to believe in other beings out there but theres no proof, yet."

Ben smiles at Jaune for a few seconds before Yang interrupts.

"What does that have to do with your transformations?"

"You may not believe it but all the forms that you have seen are alien's." Ben says with a casual shrug of his shoulders. Silence permeates the air and then laughter cuts the silence. Weiss was releasing a few giggles and Yang was snickering. Ruby was frowning a little but she had a twinkle in her eye. Blake was indifferent but her eyes said something else. Nora was grinning, like usual and Pyrrha was chuckling. Ren didn't care and Jaune was still staring at Ben. Ben sighs at the laughter and looks down at Klaus.

"Can you help me out here?"

Klaus croons and opens his mouth. Ben reaches into it and blinks as his hand grasps a thick item. He looks at the others and blinks at their shocked faces. He looks at his arm and laughs. Half of his arm was in Klaus and he could keep going if needed. He slowly pulls the object out of Klaus and he grins at it. Bens hand was wrapped around rectangular green and black laptop. The Omnitrix symbol was on the front cover and Ben opens it up. He sits down and starts typing not noticing the weird looks he was given.

"Whats that?" Ruby asks while pointing at the futuristic laptop. Ben blinks and looks at them. They were all looking at the laptop in curiosity and Ben mentally slaps himself.

"_They don't have labtops yet, ya dumbass. They tend to use scrolls instead of computers."_

Ben clears his throat and answers.

"This is a personalized miniature PC or a labtop for short. These are quite common in my world."

He hears some gasps from the people in front of him and he smirks. He finds the program he wanted and clicks the dial. A small ping echoes across the ship and creates an invisible sound barrier around them. He nods in acceptance and looks up. Jaune has narrowed eyes at him but they had a hint of fear in them.

"What do you mean by 'my world'?" Jaune asks his voice wavering. Ben looks at their faces and frowns at the distrust. He quickly sighs and hears Klaus chitter up at him. Ben pats his head ad answers.

"I wasn't born on this planet or in this universe for that matter."

He waits for the reaction and smiles a little as the group yells.

"WHAT?!"

Ben looks at the laptop and ignores his friends varying reactions. He clicks on a folder and watches as 'Alien database' comes up. He decided to do some research on his alien forms, when he had to do some peace treaties on alien planets. He finds the 1 alien he wanted and clicks it. Big chills form pops up and is highlighted by a light green outline. Various small lines connect into parts of his body, naming them and telling their uses. He flips the screen around to the still stuttering mass and points to it. He looks to Blake and says.

"You remember this form Blake?"

She numbly nods her head and takes the laptop from him. She touches the screen and watches as a large planet comes into view. It was a beautiful blue and white and they planets northern and southern have bright light floating around them. She touches the name of the moth man and the computer responds.

_"Species: Necrofriggian..._

_A few minutes later_

Ben calmly takes the laptop from Blake's hands and watches the realization sit in. The others are staring at the walls blankly and none were speaking. Yang breaks the silence.

"You mean to tell me, that there are other beings out there stronger and smarter than us? And that you can transform into them?"

Ben blinks at the question but nods his head. Yang leans back and says.

"Holy..."

The others mimic her and silence reigns supreme. Ben closes the laptop and lays it down. He leans back a little and waits for some one to speak. Weiss is the first.

"How is that possible?"

Weiss points to the Omnitrix on Bens arm and Ben snickers a little. He looks at the others and smiles as they come back from their daze. He frowns a little as he looks into their eyes. He sees fear, distrust, and curiosity in them and Ben sighs to himself.

"Lets start from the beginning. 6 years ago my grandpa made me and my cousin, go on a summer vacation trip with him. He wanted to travel the states with us but none of us knew, the danger we were driving into."

Ruby raises her hand and asks.

"What's the 'states'?"

Ben slaps his forehead and groans.

This was going to be a long trip...

_At Beacon_

Ben finishes his tale as the Dust plane touches down. Ben stands up and looks at his friends faces. Ruby and Nora were looking at him with large fan girlish grins. Weiss and Yang were frowning a little but Ben blinks in surprise at Blake. She looked like she was about to cry but she toughens up and Ben looks to the others. Jaune was staring up at the stars with wonder and Pyrrha was right with him. Ren was just staring at Ben with narrowed eyes. Ben looks behind him as the planes bay doors open. The other students file out and return to their partially built academy. Ben steps off of the plane and sees his children flying toward him. He hears a question behind him and it comes from Blake.

"What was the Omnitrix made for?"

"It was made to give some one the ability to travel miles in another beings shoes. Feel what they feel and see what they see. It was designed for all the beings in the universe to understand each other better. It was designed for peace..." Ben says before he was swarmed by his childrens happy cooeing.

Ben giggles and starts walking to his tower. The others behind him slowly walk toward their fixed dorms. When they arrive, they stare at the doors before moving in. With the information, swirling in their heads they lay down in their beds and go off to dream land. This new revelation could break and change Remnant, to the very core.

_The next morning._

Ben drearily opens his eyes and blinks in surprise. His children were floating in front of him and Klaus was chittering at him. He closes his eyes and rubs them before looking around. Nothing was out-of-place and nothing was on fire. He looks around and finds his scroll. He yawns and walks over to the small device. He picks it up and smirks as Klaus and his children come his way. He opens it up and blinks at the unopened message. He frowns and looks at the time. It was 7:00 a.m. and the message was received at 6:30 a.m. He must have had a good sleep or was having a good dream, he tends to wake up easily. He shrugs and opens te message and waits for it to start.

"_Hey Ben, this is Marcus... It's about Eleanor. We found her parents and it's not pretty.."_

The message doesn't get to finish as Ben slaps down on the Omnitrix. He doesn't yell out the aliens name but all that is seen is a blue and black streak. Klaus releases a surprised screech and starts hopping toward Team RWBY's and JNPRs room. The baby Big chills trill and pick Klaus up before quickly floating to the hall way. They releases high-pitched screeches and Ruby opens the door sleepily. She blinks at the gathered group at her teams door and her eyes widen with worry.

"Where's Ben?" Ruby gently asks.

The Necrofriggians screech and Klaus opens his mouth. Bens scroll slowly comes out and the rest of team RWBY join Ruby. They blink at the scroll and team JNPR comes out in their PJ's. Ruby grabs the scroll and opens it. The message begins again and their faces quickly turn from tired to worried. The message finishes and they all glance at each other worriedly. Ruby tosses the scroll in the air and runs into their room. She comes out a few minutes later dressed and weapon ready. They all blink and follow her lead. Weiss reluctantly asks.

"Why are we helping him anyway?"

They all look at her incredulously and Jaune answers.

"Because he is our friend and friends help out each other. No matter the cost.."

"Yep." Is heard from Nora and Ruby. Yang and Blake nod their heads and Pyrrha just smiles. Weiss frowns and ponders at the idea. She shakes her head quickly and gets dressed. Soon enough Teams RWBY and JNPR are running toward the run way. They all had a goal.

To help Ben and make sure he doesn't do something foolish.

_At Vale city ( Sorry for the quick scene changes.)_

The blue and black blur comes to a stop and a cloud of dust is thrown up. A green flash is seen from the dust and Goop runs from the dust in a hurry. His small green eyes scan the area and he finds the tent he was looking for. The polymorph literally rips the tents flap open and watches at the officers draw their weapons. He releases a high-pitched growl and it scares off some of the troopers. Marcus walks out of a seperate part and he frowns as a large green form over shadows him. He looks up to Goops surprisingly narrowed eyes and he gulps as the static voice comes through.

"Show me..."

_A few minutes later_

Goop looks down at the two covered bodies. He looks around at the other bodies and releases a sad trill. He pulls the covers back and winces a little at the sight. The body on the left looked vaguely female. Its face was crushed on one side showing the brain and flesh beneath. Black straw hair framed the face and on the top of its head were 2 cats ears. Goop covers up the face and looks to the body on the right. The entire lower half was destroyed beyond repair. The intestines were crushed to nothing but red pulp and its arms were bent in weird angles. This was Eleanor father and he had no cat ears. Goop bends down to look at the name tags and says them to himself.

"Isabel and Micheal Bright."

Goop stands up and backs away from the bodies. His anti-gravity disc was humming and Goop walks over to Marcus.

"Where is Eleanor?"

"She's with the other children. I'll take ya to her.." Marcus says before turning around nd walking out of the large tent. Goop looks at the bodies and says.

"I will protect her like she was my own. You can count on that..."

And without another word, Goop walks out of the tent. He looks at the rising sun and looks for Marcus. He finds him near a large tent away from the hustle and bustle. He flies over and reforms in front of the tent. Marcus nods his head and Goop pushes the tents flap away. He smiles a little at the sight. children of all ages are sleeping together and some of the older kids are sleeping with them. He looks around for Eleanor's head and finds her. He softens his anti-gravity generator and calmly walks over to her. He looks at her little cat ears and scratches them causing the little one to purr and nuzzle his hand.

Eleanor's eyes open and she sleepily asks.

"Goop?"

"Go back to sleep, Eleanor. Your heading home little one. Your heading home." Goop says with a gentle pat on her head. She nods and closes her eyes again. Goop calmly wraps his arms around her and lifts. He turns around and starts walking toward the entrance. Marcus looks at him weirdly as he steps out of the tent with Eleanor in his green arms.

"I'm going to adopt her. Find the paperwork and send it to Beacon academy."

Marcus tries to protest but Goop starts walking away. He wills his ooze to tap the Omnitrix symbol and a bright emerald flash encompasses the area. The blue raptor stands tall and starts wheeling away from the camp. He looks up and spots 8 figures falling toward him. They hit the ground and the unnamed alien hisses and readies his tail. He blinks at his friends as they walk from the dust toward the blue raptor. Ruby looks at the raptor and finds the Omnitrix symbol.

"Ben?" Ruby asks hesitantly. The blue raptor nods its head in affirmative and says.

"My name is Xlr8 in this form."

_Omnitrix database_

_Name: Xlr8_

_Species: Kineceleran_

_Home Planet: Kinet_

_These humanoid velociraptors evolved on the ever-changing planet of Kinet. They are mainly colored blue and may have black stripes running down their tails. When running they have a helmet, that is black and points at the top,and a retractable visor, to protect their eyes and face. Males have been known to have claws and females fingers. These beings live their lives in a constant rush and are naturally gangly and awkward. They tend to react before thinking. Kinecelerans have been shown to run at very fast speeds. Able to reach 500 mph in under 2 seconds, they are one of the fastest beings in the universe. They do this via manipulating friction with their wheel like feet. They can cause a vortex strong enough to lift a To'kustar by running in a circle of elliptical pattern._

_They have high dexterity, allowing them to type on keyboards and keypads extremely fast. The males have claws that can cut through most substances. Their tail has been shown to be prehensile allowing for extra movement. They are unable to run on non-solid surfaces such as mud and water. Xlr8 has been seen running on Ice and water but he has poor control on them. Due to their speed and frail bodies, they are not meant for combat nor strategizing. When Ben uses this form he tends to be quite hyper afterward._

_Database ends_

They all blink at the name and shrug their shoulders.

"I'm taking a guess by the name, that this form is very fast." Weiss says with a raised eyebrow. Xlr8 nods his head and says.

"My fastest..."

Jaune looks at Xlr8 and sees Eleanor in his arms. He blinks at her sleeping form and asks.

"What'cha doing with little Ela?"

Xlr8's reptilian face softens a little at the question and he looks down to the little girl. He shifts her position and answers.

"I'm adopting her..."

They all frown and Blake asks.

"What about her parents?"

"They died by falling debris." Xlr8 says in a low whisper, trying not to wake Eleanor. They all take the news differently. Ruby frowns and her eyes widen with tears and Jaune pats her shoulder with a frown. Yang frowns and slumps her shoulders. Blake and Weiss are impassive but they show concern and sadness. Nora is smiling but it was increasingly smaller. Ren was staring at Ben with a raised eyebrow and Pyrrha was frowning.

"What about the legal papers?" Weiss asks while she crossed her arms. Xlr8 answers quickly.

"I'm having Marcus send them to Beacon." He looks up at the sun and frowns before saying.

"I must get going. Eleanor is still sleepy."

He turns away from them and makes his peds spin. Dust is thrown up and the others yell out.

"Wait!"

They don't get to answer as Xlr8 disappears in a black and blue blur. A sonic boom is heard after he left and they all stare in shock at the speed.

"That is one fast transformation..." Yang mumbles as she pops her ears. They all nod in agreement and shake their heads. They starts walking to the camp and Jaune turns around and blinks at Ruby's form. She was unmoving and was looking at the direction Xlr8 went.

"You okay Rubes?" Jaune asks hesitantly. Ruby doesn't answer at first but she mumbles out.

"Fast...He's faster than me..."

"That he is Ruby. That he is..." Jaune chuckles with a nervous grin on his face. He grabs her cape and starts dragging her away. A yell is heard soon after.

"What can't he do?!"

_With Xlr8_

The kineceleran curls his arms around Eleanor and picks up speed. Beacon academy comes into view and he zips past the gates and through the hallways toward his room. Screams are heard as a sonic boom echoes across the school. The entire trip took less than 30 seconds but it felt longer to Xlr8. He comes to a screeching stop in front of his door and quickly types in a code. He shuts the door slowly, far to slow for his mind, and turns around. He is assaulted by 14 small black and blue crooning figures. Xlr8 hushes them and wheels over to his bed. He pulls back the covers and lays the little one into the soft confines of the sheets. He gently lays them across her body and looks at his children. He motions for them to follow him and they screech softly at him. Klaus jumps from his spot on the floor and attaches to Xlr8s side.

He wheels out of the room his children floating behind him and he quietly shuts the door. He turns to is little ones and opens his arms up. His dry reptilian laugh echoes across the halls as he was nuzzled and assaulted by the baby Necrofriggians. He cooes at them causing them to look at him and float upward into a small cloud. He looks at them with his clawed hands on his hips and smiles.

"I'm sorry, my little ones but I had to take care of something." Xlr8 says to them. They croon and cooe at him and he nods his head. Klaus chitters up at him and Xlr8 pats his head before ansering their chirps.

"Yes, it had something to do with the little girl. And I will explain it."

His voice carries across the hallway and his children eagerly listen. His tale comes to an end and he looks at the twinkling eyes of his little ones. A small sweat droplet runs down his head and Xlr8's narrow green eyes look at his little ones in worry. He is surprised when they release a loud happy screech and start scratching at the door. He looks at Klaus in surprise and opens the door hesitantly. Eleanor was looking around the room drearily and her eyes were half lidded. Her cat eyes travel across the room and they land on Xlr8s still form. She blinks and rubs her eyes before asking.

"Where am I? And who are you?"

She doesn't get an answer as Bens children screech at her and start nuzzling her. Eleanor squeaks and starts to flail her tiny arms. She pushes a few of them away but they keep coming back with little cooes and nuzzles. Her little laughs make Xlr8 and Klaus smile as they walk toward the bed or in Xlr8s case zoom to it. He lets loose a soft croon and the little ones back off with little trills of disappointment. Xlr8 looks at Eleanor and says.

"In this form, my name is Xlr8 and you are at Beacon academy."

"Beacon academy?" Eleanor asks with wide eyes. Xlr8 chuckles at her surprised face and says.

"Yep."

Eleanor's face gaps in surprise and she looks around the room. She frowns as Goop was nowhere to be seen and looks up to Xlr8. She asks.

"Where's Goop?"

Xlr8 blinks at the question and mentally slaps himself. He quickly slaps the Omnitrix dial down and is covered in the familiar lime light. Goop stands in Xlr8s place and is tackled by a squealing Eleanor. Her little cat ears twitch and Goop laughs quietly to himself. He pats her head and asks.

"Do you know who I am, little one?"

Eleanor blinks at him and says.

"Your Goop, aren't you?"

Goop frowns a little as she backs away slowly. He shakes his head at her answer and says.

"That is correct. But let me rephrase the question. Do you know who, I really am?"

"Aren't you Goop all the time?" Eleanor asks with a tilt of her head. Goop with held a squeal and laughs.

"Not really.. I have a human form but I tend to be in my alien forms."

Eleanor gasps at the realization and backs away slowly. Goop blinks and mentally slaps himself. He said 'human' and most faunus are treated horribly by humans. He slaps the Omnitrix dial and the familiar green flash engulfs the room. Little Eleanor blinks her eyes fervently, tying to get the green out of them. She gasps at the person in front of her. He wasn't very tall but his green eyes held the same warmth as Goops. His grin reminds her of Goops as mischief and kindness dance across. She nervously steps forward and says.

"Goop?"

The boy laughes a little and bends down to her level. His green eyes twinkle and he begins.

"Thats one of the names, I go by but my birth name is Benjamin Elizabeth Kirby Tennyson or as my friends call me, Ben 10."

An awkward silence takes the room by storm and Ben gulps a little. His children trill and screech quietly behind him and even Klaus is worried. Eleanor's little brown eyes scan Ben from head to toe with curiosity and fear. Ben gulps and takes a shot in the dark.

"Hug?"

He is answered by a happy squeal and a small weight tackling him. He releases a surprised screech and falls backwards. Eleanor was hugging his chest and was nuzzling it. Ben smiles and is about to hug her, when loud happy screeches makes him turn. His children flying toward him and Ben and Eleanor are quickly assaulted by 14 happy and screeching babies. Klaus chitters softly as Bens and Eleanors giggles encompass the room. Ben waves his children away and cooes at them before moving his attention to Eleanor. She was still hugging him but her soft giggles gave away her tickling sensation.

Ben picks her up ignoring her shriek of surprise and puts her on his bed. She looks up at him her cat ears twitching at every noise and Ben smiles at her. His children float over to her and take up positions around her and on her. Our resident hero feels a small smirk come over his lips but holds it back. He takes a calming breath and opens his mouth to say something. Air escapes his throat and an awkward 'erh' noise comes out instead. He tries again and the same thing happens. He blinks in surprise and tries once more. The same result and Ben growls at his brain.

'_Come on, already! Work damn you!'_

His brain replies.

_'Give me some slack already. This is hard, ya know!?'_

To his children and Eleanor, Bens face went from angry to outright insane with in a few seconds. Ben yells in his mind.

_'Then do your job. But better and quicker. And another thing... Wait a minute... I'm arguing with myself and losing, aren't I?'_

_'Yep.. You've gone insane.' _His brain retorts with a chuckle. Ben smirks and answers.

'_If I'm going insane and your me. Doesn't that mean your insane as well?'_

Ben smiles in victory at the silence and realises. That 'silence' was there but he was arguing with himself, so he didn't notice it. Ben looks at his children and Eleanor before finally finding his voice.

"Sorry about that. I was arguing with myself and won. I also lost but that's irrelevant."

He ignores the worried screeches from his children and the hysterical laughing of Klaus. Ben returns to reality and looks at Eleanor. He decides to take this nice and slow.

"Hey Eleanor?"

Her ears twitch at the sound of her name and she tilts her head in a questioning way. Ben takes a shuddering breath and says.

"I know where your parents are..."

He sticks out his arm as Eleanor shoots past him toward the door. He pulls her back and sits her back on the bed. Eleanor looks up at him and says.

"Where's Momma and Papa?"

"Did they ever teach you about 'Death' honey?" Ben asks with his eyes losing some of their light. Eleanor shake her head 'no' and Ben sighs. He looks up at her and begins.

"I don't know how to explain this but I will try my best. Do you understand what being 'dead' means?"

Eleanor blinks up at him and Ben sighs. He gulps a little and begins.

"Being 'dead' is kinda like going to sleep. It's like a never ending nap." Ben looks at Eleanor's face and sniffles a little at her curious face. He takes a calming breath and starts again.

"Your mum and dad are 'dead'."

Eleanor's eyes widen a little and she looks at him. She blinks as the information sinks into her brain and she innocently asks.

"Can we go and visit Mommy and Daddy?"

"Not for a long time, little one. Not for a long time..." Ben says while he waves his children over. They coo and fly over to the pair. Eleanor giggles as they nuzzle her and screech and Ben smiles at the sight. He stands up and Eleanor blinks as he lets her down. She looks up to his smiling head and tilts her head. Ben makes a chittering noise in his throat and Klaus hops over to him. Ben picks him up and lays him on the kitchen counter with a sad chuckle. He nods to Klaus and the bags salutes him with its zipper.

"Its still early and I think breakfest is still in order. What about you guys?" Ben inquiries while he digs around his cubbard. He is treated to happy trills and an excited 'Pancakes!' from Eleanor. Ben looks at the clock and nods in acceptance. Klaus jumps on the counter with a 'Quick make Pancakes' in his zipper mouth. Ben nods in thanks before looking at th playing children. He grins and asks.

"Chocolate chips or Blue berries?"

_A little bit later._

Ben pats his stomach with an amused grin on his face. He looks at Eleanor and his little ones, chew or nibble on the pancakes. Klaus jumps on Ben's head and chitters at him. Ben blinks at the idea and thinks.

'_He's right. I don't mind using my forms to travel but I can't go around in them all the time. That would attract unwanted attention. I need a separate mode on transportation. But what?'_

Ben frowns and adopts a thinking pose. His children croon at him and Eleanor blinks at him. Bens eyes brighten and he jumps to his feet.

"I got it!"

Bens face reddens as he notices the stares he was getting. He composes himself and looks around for his scroll. He opens it and enlarges the Vale city map. He looks at the digital map in confusion before grinning. Klaus looks up at him with a raised button and Ben lays the scroll down. His little ones and Eleanor blink at the map and Ben points to the place of interest. The Vale city junkyard was its name and Ben receives confused looks.

"I need an alternate mode of travel and I remembered my 10 speed. I could probably remake it with Jury Rig and upgrade it with...well Upgrade. I could use Brainstorm or Grey matter for blue prints and modifications. The only problem is parts and I don't have enough lien for them. The next best solution is the junk yard." Ben explains with a satisfied humph. Screeches and a surprised 'oh' is heard and Ben looks at his children and Eleanor.

"Would ja like to come?" Ben asks with a small smile. He is tackled by 14 small blue blurrs and a bouncing Eleanor. Be smiles and waves them off before dialing through the Omnitrix. He finds Xlr8s symbol and slaps it down. With a bright green flash, Xlr8 stands in Bens place and he clicks a few times in surprise. He is quickly covered by his children and Eleanor has her amrs reaching toward him. Xlr8 smiles under the black and blue coverage and picks her up.

"Everybody attached securely and ready to go?" Xlr8 asks his children. They croon at him in affirmative and tighten their grip on him. He's done this before in his own universe but only for short periods. He bends his legs forward and his eyes narrow. With a small sonic boom, Xlr8 disappears and zooms out of the building a black, blue, and white trail behind him. Time seems to stop as Xlr8 passed boats and fish. Leaves floating in tha air and his children's screeches don't reach his ears. The shoreline comes into view and he zooms past the docks and stilled people. The large piles or junk reaches his vision and he slows down. With a high-pitched screech, his peds dig into the ground causing dust and dirt to fly.

Xlr8's eyes widen back to normal size and he hears small weary screeches come from his children. They float off of him and drift around dazedly before sitting down on the ground. Eleanor is the same and she quickly joins them with her ears flattened to her head. Xlr8 chuckles at them and looks around the junk yard. Piles upon piles of junk stand higher than even Humongosaur and some of them are even leaning like the tower of Piza.

"Hey Klaus?" Xlr8s asks the small magical bag on his hip. Klaus chirps up at him and his button eyes shine a little.

"Do you have a piece of paper and a pencil in storage?"

Klaus shakes up and down and opens his mouth. The kineceleran reaches in a smiles as he finds the two items. He pulls them out and wheels over to a junk pile. With a burst of speed, he sets up a small table and lays the paper and pencil on it. Xlr8 grins and slaps the Omnitrix symbol. The familiar green flash engulfs the kids and they cover their eyes. Xlr8's form shrinks and his brain grows to extreme proportion. His legs split into 4 and his arms morph into pincers. The light dies down and in Xlr8's place is an orange crab. It stood at about 5 feet and its main coloration is a rusty orange. Its mouth was marred into a frown and small whiskers adorn its sides. The Omnitrix symbol was located on a small belt around its waist. A green strip runs downs its large head and is split in the middle. The large crustacean grins and with a british or English accent says.

"Brainstorm."

_Omnitrix database_

_Species: Cerebrocrustaceans_

_Home planet: Encephalous (Destroyed)_

_Encephalous II (Destroyed)_

_Encephalous III (Destroyed)_

_Encephalous IV _

_These crab like beings hail from the Encephalous system. They closely resemble earth crabs and come mainly in red/brown exoskeletons. They come in many other "Crabby colors" and they all have small whiskers on their bodies. They have an extremely large brain and due to this, their pincers extend from each side. 4 to 6 legs are common and their pincers come in many shapes and sizes. Primitive Cerebrocrustaceans used their home planets large electrical storms thus causing its destruction via using all of its resources. This was repeated with Encephalous II and Encephalous III. They later evolved to naturally produce lightning and are deeply ashamed of their ancestors for destroying two of their systems planets. _

_Due to their large brains, the Cerebrocustaceans have a heightened intelligence. They can solve complicated equations, physics, and other math problems in mere seconds. They have a strong understanding of angular physics and can visualize themes if they're actually there. Due to their large brains, Cerebrocrustaceans can produce and manipulate electricity. This ranges from protective barriers, force fields, and even electrical shocks This is achieved via opening their exoskeleton around their skull, giving a close look to their large brain. They can also manipulate electricity with their pincers without opening their heads. They have limited technokinesis._

_If their skull plates are shut when manipulating electricity, they can overheat and be physically hurt. They are also vulnerable to their natural predator, Vicetopus. And like most crabs, they can pushed over causing them to flail. Ben hardly uses this form unless it involve's complicated math but he has used Brainstorm in combat. Quite effectively as well._

_Omnitrix database ends._

Brainstorms eyes twinkle with knowledge and he starts looking around the junk yard. His eyes narrow and to him, various equations appear. His large brain solves the equations and Brainstorm says.

"Now my little adolescents, we will begin this little endeavor."

He grabs the pencil quite awkwardly with his pincer and begins writing down parts needed. His children and Eleanor blink in surprise before walking or floating over to him. The large crab was muttering to himself.

"4 Gyro-stabalizers can go here."

"The power core needs to be quite extensive and the metals must be dense enough to handle the strain of transforming."

Brainstorm's pincer increases in speed and before long the crab was backing away from the paper. His grin gives away his success and he grabs the paper. He turns around and skitter's over to his children. He lays the paper down and lets them look at it. The kids begin spinning on their heals as their brains try to decipher the equations and parts. Brainstorm chuckles at this and says.

"I will need you to hand this to my next transformation. I will be a little uncontrollable."

Eleanor and the baby Necrofriggians blink at him before nodding. He nods and his mouth returns to a frown. With a slap of his pincer the Omnitrix symbol erupts in a bright green flash. His crab like body shrinks down untill he was about the size of a ten year old. HIs head and body becomes red and smooth and a pointed tail grows out of his back. The familiar emerald flash dies down and in Brainstorms place is a little devil like creäture. His head had two strange frills on it and its nose protruded largely. It had 3 fingers and 3 toes on each appendage. The Omnitrix symbol was located at the aliens waist. He even had a little aviator outfit. The small red devil grins mischievously and says with a high pitched, rushed voice.

"Jury Rigg!"

_Omnitrix database_

_Name: Jury Rigg_

_Species: Unknown_

_Home planet: Unknown_

_This small gremlin like being comes from an unknown planet. Their main coloration is red but they come in different hues. They have been known to very hard to get along with due to their mischievous nature and twisted sense of humor. They have a strange set of powers. They can disassemble any and all kinds of machinery as well as putting them back together. While significantly harder, they can make complex machines from scratch at a similar rate. Enhanced strength, enhanced agility, and intelligence are bonuses ones for the red devils. Apparently, Jury Rigg considers himself "smart and stubborn."_

_Due to their size, they are not meant for hand to hand combat. Most of the things they make are 'Jury Rigged' and aren't meant to last. Jury Rigg has a strange verbal tick of "FIX FIX FIX FIX FIX!"_

_Omnitrix database end_

Jury Rigg looks around the junk yard with a large grin. He jumps up and is about to run away into the piles of junk when, Eleanor and the Necrofriggians stop him. Eleanor holds the blue prints to the small alien and Jury Rigg looks at them, while twitching every so often. Jury Rigg looks up and throws the blue print to the ground before saying.

"Jury Rigg! FIND FIND FIND FIND!"

A small red blur races around the junk piles and grabs random things. Before long, Jury Rigg has a large pile of machinery of his shoulders. He runs back to the small area and puts the gathered machinery down. He grins and starts putting the miscellanous things together,

"FIX FIX FIX FIX FIX!"

He jumps back from the completed job and smiles to himself. The bike looked like his old one but with a few additions. He slaps the Omnitrix dial down and change into Upgrade. The Galvanic Mechamorph quickly bonds with the bike and fine tunes it. Upgrades machine voice echoes as he fixes the bike for long term use.

"That turned out bette than I thought.."

"Oh! That actually worked."

"This is going to be so much fun."

Upgrade demorphs from the bike and slaps the Omnitrix dial on his head. The green flash takes the area over and Ben smiles as he breathes in the stale air. He turns around and says.

"Say 'hi' to the Tenn-speed Mark 2"

Ben moves out of the way as Eleanor and the Necrofriggian children look at the bike. He smiles at it and walks over to it. He sits in the seat and the bike scans him. A small green lights ejects from the bike and runs it self down Bens body. As it does this, a suit quickly covers his clothes. Ben smiles and pushes a small red button near his handle bars. The bike starts to shift and morph into a new form. The tires split and separate showing propellers. The seat and cab expands to hold more people and the hood widens out. (I'm not very good and describing mechanical things but his suit is the same as Omniverse and the Tenn-speed, when transformed looks like a large Dragonfire from Black ops 2. Srry.)

Our green eyed hero smirks a little as he starts the engine. It roars for a few seconds before the propellers start to spin. The bike slowly rises into the air and hovers in place. Ben looks down at the little ones and smirks. "Want a ride?"

His answer is furious head shaking and multiple chirps. He maneuvers the bike lower to he ground and watches as his children float into center hold. Eleanor quickly follows and sits down in one of the extra seats. The bike begins to scan them and before long they are all wearing mini versions of Ben's suit. The junk yards silence is pushed away as Ben makes his way through junk. He finds the entrance and slowly hovers above it. His green eyes look at the clock and he blinks. It wasn't even 1:00 p.m yet.

He revs the engine causing his kids to shriek in surprise. Ben is quickly hit by 15 small hands and Ben looks at the frowning kids with a smirk. He pushes the peddle down and with great speed the hovering vehicle takes off in a burst of energy. Ben's voice echoes over the wind.

"Next stop! Vale city, Residential district!"

_At Vale city, residential district._

Jaune sighs as he picks up another rock and moves it to the closet pile. Its been about 2 days since the storm hit. Trash still litters the streets and hazards are still being found but its on the way to recovery. Jaune sidesteps a pair of kids as the play ball and laugh. The blonde swordsman face twitches into a smile as he walks up to his team. He blinks at the red blur zooming everywhere. He stands next to ren and asks.

"What's with Ruby?"

"Apparently, she's working off the annoyance of some one being faster than her." Ren says with a bored voice. Jaune chuckles at the answer and looks at the others. They were all sitting about either helping or resting. Rens voice breaks his concentration and he turns to the pink-eyed gunsman.

"What was that?"

Ren seems to deadpan at the question and he repeats himself. "I don't think Ben can surprise us anymore." Jaune blinks at the statement and nods in affirmation. He looks at the blue sky and fluffy clouds before blinking. A new noise was just heard and it interested him. He looks around trying to pin point the noise and he finds nothing. The bright blue eyes squint and narrow at a small black dot coming toward them.

"What in the name of dust is that?" Jaune whispers to himself. Ren looks up at the quiet question and follows Jaunes vision. His eyes also narrow at the approaching dot. He stands up and deploys Storm Flowers just in case. As the dot becomes bigger, their eyes widen at the object. It looked like a bike but it was floating through the air with strange engines. ( I haven't seen any propellers in RWBY yet, so that's where I'm going.) The bike flies closer and they squint at the green and black paint job. The bike fly's above the beach causing the sand to fly every where. Our two male team members cover their eyes as th sand blows toward them. The vehicle floats past them and sets down. It lands and the driver steps out.

Ben waves at the quacking males and looks toward his children. They climb out and sit on the ground sick from the vehicle. Ben chuckles and his eyes fill with mirth and he turns his head toward Jaune and Ren.

"I take back my statement from earlier." Is heard from the oriental gunman. Ben blinks at the words and looks to Jaune. He was nodding in agreement before walking over to Ben. The suit quickly disappears and Ben walks toward Jaune. Jaune speaks first.

"What is that?"

Our green eyed hero smirks and says. "This my good friend is the Tenn-speed Mark 2. I had another version of the bike in my home universe but I couldn't bring it with me."

Jaune makes an 'oh' sound and Ren walks up toward the 2. He nods toward Ben and Ben does the same. Ren walks over to the bike and runs his hand down the metal. He was surprised at the smoothness and durability and asks.

"Why did you build it and what was it built out of?"

"I needed another mode of transportation. I can't rely on my forms that much. And some scrap metal and other things." Ben answers with a proud grin. He pushes a button causing the bike to morph into its land form. Ren jumps back in surprise and glares at Ben's chuckling. Jaune walks next to Ben and whistles at the design. Ben hears quiet croons and turns around. His children were floating toward him or in Eleanor case walking. The male mother blinks at the questions and smiles.

"You can go play, yes but don't cause any trouble for the people here and if you're in danger, you know what to do."

His children release a few more happy trills before flying off to cause some type of mischief. Ben looks at Eleanor and says.

"You can go play to you know?"

Eleanor shakes her head and says, " I want to stay here with you and watch you transform." Ben smirks at the statement and turns around. He stumbles back as silver eyes stare back at him. He looks at the determined Ruby and says.

"Hows it going Ruby?"

Her eyes narrow and she says wit a rushed voice. "Race, now..." Ben blinks and looks around her. The rest of Team RWBY are looking at his bike and Ben touches his side. He feels nothing and looks at his waist. Klaus was missing. Ben spins around and asks.

"Anybody seen Klaus?"

His answer was a hiss and Klaus jumping on his face. Bens scream echoes for a little before being silenced by his grunts of effort. He grabs Klaus and fails to pull him off. Ben starts scratching the bags chin and Klaus quickly lets go. Klaus starts to purr subconsciously but stops himself.

"I'm sorry alright?" Ben says, trying to placate the magical bag. Klaus chitters up at him and Ben frowns at the statement. He is about to retort but Ruby cuts him off. She grabs his hand and runs to a makeshift finish line. She lets his hand go and glares at him. Ben gulps at the glare and looks at the Omnitrix. He dials through it and finds Xlr8 before pushing the dial down. The green flash takes place and everybody looks at the Kinceleran with some interest. Ruby nods and gets ready. Yang walks forward and starts the race.

"The first one to run around the entire residential district and cross this finish line, is the winner. Playing dirty is allowed and you may attack your opponent but not with the intent to hurt. Those are the rule's and on your mark..."

Ruby tenses and Xlr8s visor comes down. Yang raises her hand.

"Get set..."

Ruby leans forward and releases a slow breath. Xlr8 hisses a little and his knees bend a little. Yang raises her other hand and brings them down.

"GO!"

Time stops in Xlr8s eyes as his evolved muscles vibrate and move. He looks to his right and looks as Ruby is stopped mid dash with her semblance leaving red roses behind her. Xlr8 looks forward and says.

"Lets break a few windows, shall we?"

**Authors note: I did not suspect that, this story would be reviewed so much, while I was away. Extremely sorry for the long awaited update. Junior year is a lot harder than first thought. Also, I will probably use Feedback for Bens spar with Weiss. Sorry for any grammar mistakes and spelling mistakes in this chapter and the other ones. Am I the only one who thought, that Beacon was located near the ocean? RWBY wiki says its not and I've seen the ocean in the show. Please leave a review if liked and leave any tips or tricks, they are greatly appreciated. Thanks!**

**This is Luckyplains13, signing out!**


	8. The second semester, and the Trasmission

Ben 10 and RWBY crossover

Omni: The shapeshifter of christmas

"Person or creature speaking."

_'Person or creature thinking.'_

**Authors note: Hey guys and girls! The last chapter got a few reviews and I'm thankful for that. Once again sorry for any long updates but school and family are being annoyances. I've been asked 'why hasn't the Omnitrix scanned Faunus DNA'? If I'm correct, the Omnitrix scans unknown 'new' DNA and since the Faunus are, genetically, human, the Omnitrix doesn't scan them. I hope I'm right and thanks for the reviews and hints. Without further a due, here is chapter 8. Please leave a review if liked! Thanks!**

Chp 8: The race ends and the second semester.

Two blurs race through the streets causing papers and other miscellaneous things to fly in the. The blur and black blur is ahead of the red blur and is zipping past cars and other things. Xlr8 looks behind him and notices Ruby gaining on him. He whistles lowly to himself and goes a little faster. A turn was coming up and Xlr8 bears left and the red blur follows. Ruby grits her teeth in exertion as Xlr8 speeds ahead of her. How was he going so fast and not getting tired?! She uses a little more aura and speeds up next to Xlr8. His visor was faced in front of him and his legs were moving faster than her eyes could see.

She frowns when Xlr8 looks at her and gives a wave before shooting farther ahead. Houses and cars zoom past Xlr8s eyes and he chitters a little. Ruby was no longer behind him and he was fairly far ahead. He slows his pace down and looks at the frozen landscape passing his eyes. Families were laughing together, people were walking without a care, and children were playing through the streets. Xlr8 smiles to himself as this as what he fights to protect. This period of peace and tranquility calms his hyper nerves and he lets out a breath. A red blur shoots past him and he blinks in surprise. He was past 300 m/ph and Ruby caught up to him. He watches as she starts to slow and weaken. Her silver eyes were drooping and her lungs were inflating for more oxygen.

He sighs to himself and speeds next to her. She trips and Xlr8 acts. He grabs her arm with his three fingers and stops in place. A small dust cloud passes him and the Kineceleran looks at the disheveled girl in his arms. Her face was covered in sweat and her chest was rising far faster than what it should. He picks her up bridal style and zooms off toward the others. In Ruby's eyes, everything was hurting. Her lungs burned, her heart thumped against her rib cage wildly, and her vision was swimming. She moans when the thin but strong arms of Xlr8 picks her up and she hears him sigh before dashing.

In her tired state, she watched as time slowed to a stop and everything become a blur. The sun didn't flicker in its flames nor did the wind touch her as Xlr8 zoomed through the town. She slowly turns her head and notices brightly colored hair. Everything came into normal time and Ruby was wretched out of Xlr8s arms by a worried Yang. Her lilac eyes narrow at Xlr8's thin ones and she asks.

"What happened..."

"She pushed herself far to hard. She was going past 300m/ph and human bodies aren't meant for that type of strain. She collapsed mid step.." Xlr8s chittering voice sighs out. He wheels over to the tired Ruby and gives her a thumbs up. "You did good, Ruby. You did just fine."

Ruby smiles at the lizard and slowly closes her eyes, letting sleep take her into dream land. The familiar beeping noise is heard and Ben stands in Xlr8s place. He nods to the others and they nod back.

"I believe its time to head back to the academy." Ben says his voice even. The others nod and Yang picks up Ruby and starts walking toward the landing docks. Ben smiles to himself at Ruby's sleeping face and walks over to the Tenn speed. He hears sick chitters from his waits and looks down at the still attached Klaus. The magical bags button eyes were a sickly green and his zipper mouth was in a frown. Ben raises an eyebrow and asks.

"You okay Klaus?" His only answer was the bag opening up his pouch and puking out random objects. Ben squeaks and jumps as Klaus spits out a large metal ball. Klaus releases a few apologetic whimpers and Ben pats his head even with the strange slime running down his legs. He gets in the Tenn speed and feels his suit appear on his skin and he turns around to yell for his little ones. He blinks as various 'clicks' are heard behind him and he turns around. Eleanor and his little ones were grinning at him with their seatbelts across their chests. He chuckles to himself and starts up the Tenn speed. It buzzes to life and floats into the air before Ben pushes the steering wheel forward. The trees buzz past as the vehicle flies and dodges high limbs.

Ben turns on the radio and nods his head as a slow song comes up. He couldn't remember the name but it had a nice tone to it. He blinks when a notification appears on his dashboard. He pushes it and his eyes widen as it was a transmission. He turns off the radio and shushes his kids as he pushes the play button. A voice comes through the speakers and it sounded deep and brash like a Tetramands.

_"This is Kho of the Tetramand honor guard. I repeat this is Kho of the Tetramand honor guard. Me and many others have been trapped on this dirt ball of a planet for a long time. Whoever you are, you're the only person who can pick up this frequency and if your a plumber, please come and help. We won't survive much longer out here. Transmission end."_

The transmission starts to loop and Ben pushes the stop button. He looks behind him at his children worried eyes and smiles at them. He pushes a button on the dashboard and says.

"Track the transmission."

A map of remnant appears and a small white circle starts moving around. It lands on large land mass at the bottom right hand of the map. It looked like a giant whale to Ben but he didn't care. Ben pushes the continent causing it to grow in size before filling up his screen. He taps the track button and watches as it scans over the continent. It doesn't stop anywhere and an error code pops up. Ben frowns and taps the 'error code' and watches as a small paragraph pops into existence. It said.

"_Unable to pinpoint location of transmission due to large amounts of unknown energy source. Sample of unknown substance is needed for improvement of tracking."_

Ben frowns and looks up as Beacon comes into view. Klaus releases a few chitters and Ben hushes him He lands on the landing dock and slowly drives to his dorm. He steps out and looks at his children.

"Go back to the dorm room, little ones. I'll be back in a few."

They quill and croon at him but Bens eyes stop them. They float over and nuzzle him before floating toward the room. Eleanor looks up at him and asks.

"What'cha doing?"

"I'm going to have a talk to the headmaster. A nice looonngg talk with the headmaster." Ben says with his voice screaming his dedication. Klaus screeches in agreement and Ben smiles. He bends down and pats her head before walking toward the headmasters room. They needed to discuss something. And Ben wasn't leaving without a 'yes'.

_At the headmasters office._

The grey haired principal sips his coffee without a care. The ticking of the clock like gears above him soothes his nerves. He glares at the paperwork on his desk and he huffs in annoyance. Couldn't paperwork be more easy? He snickered to himself as he already knew the answer but he begins the long and tedious work of 'paperwork'. He blinks when voices are heard outside of his office. It sounded like Glynda and a panicking student? He is about to stand up, when a bright green flash outlines his door. A ghost like figure floats through his door, its single green eye narrowing at Ozpin and its hollow, dry voice echoes.

"We need to talk headmaster Ozpin." He raises an eyebrow at the beings exclamation. He reaches for his cane but stops short when he notices the symbol on the beings chest. The hissing magic bag was a given. He smiles to himself and says.

"What about Mister Tennyson?"

Ghostfreak floats toward him and turns intangible when a tan hand tries to grab him. Glynda Goodwitch snarls at him and he moves his eye to look at her. The female teacher straightens out her skirt and turns to Ozpin. She bows in apolegy before saying.

"I'm sorry Ozpin but I couldn't stop him in that form."

Ozpin waves her off and motions for Ghostfreak to sit. Ghostfreak slaps the Omnitrix dial and reverts back to Ben. Ben walks over to the desk and takes a seat in a guest chair. Ozpin takes a seat in his large comfy chair and crosses his hands in front of him. Ben pulls up the Omnitrix and pushes a few buttons causing the map of Remnant to appear. The map shrinks to the continent at the bottom right hand corner and stops. Ben speaks first.

"What is this place called?"

Ozpin raises an eyebrow at the teen and humms to himself before answering. "The continent has no name but it is filled of Grimm. Many have tried to go their and live but none have survived, allegedly." Bens eyebrow raises at the answer and he puts his hand under his chin. He nods to himself and inquires.

"Is there any way for me to go there, without using the Omnitrix?" Ozpins eyes widen at the question and he grabs his coffee mug and takes a quick sip. He clears his throat causing Glynda to nod and leave the room. He prepares his answer and lets it go.

"No."

"Why not?" Ben asks his green eyes dilating. Ozpins eyes darken a little and he sighs. The headmaster stands up and walks over to the large window. He puts his hand against the glass and turns around to look at the transforming teen. He asks a simple question.

"Why?"

Bens only answer was to allow the transmission to play. Our green-eyed hero watches as Ozpins face goes from confusion to understanding. The grey haired man nods and sits down before grabbing a scroll. He types on the scroll for a few seconds before he shows Ben what he typed. It was excuses for his classes and it needed an amount of days.

"How long would you be gone?" The headmaster asks while typing away at the scroll. Ben ponders on the number and says. "4 days at the least and 6 at the most."

Ozpin nods and types on the scroll for a few more seconds. Ben smiles when he hears a little ping noise echo through the empty office. Ben nods in thanks and stands up. He begins walking toward the door when the headmasters voice stops him.

"What about your children?" Ben stops mid step and ponders about that. He hadn't thought that far ahead yet. He shakes his head and gives Ozpin a thumbs up. Ozpin blinks at the gesture before laughing as Ben runs out of the door. He hears Glynda yell 'to not run in the halls' a command that young Benjamin didn't hear. The door opens and the blonde haired professor walks in muttering under her breath. She starts asking questions and he tunes her out. With a huff of frustration, Glynda brandishes her crop wand and lifts it into the air.

A loud "SMACK!" is heard throughout the school causing many of the students and teachers to cringe. Klaus releases a few happy chitters from Bens side and Ben joins him.

_Back with Ben._

Ben runs through the halls dodging students and teachers a like. He waves at Velvet as he passes her and she waves back, rather confused at the boys running. Ben continues his running until he reaches the cafeteria. He looks in the room and notices Team's RWBY and JNPR at the normal table. His children were happily playing around the table either chewing on some food or playing with the team members. Ben smiles at the sight and walks in. One of his Necrofriggian children notices him and releases a happy screech before flying over and hugging him. The others quickly follow and Ben starts hopping toward the table. Eleanor was hugging his legs causing him to jump and make the children laugh and giggle.

The two teams smile at the sight and some of the others in the room also laugh. Ben arrives at the table and Eleanor lets go of his legs, allowing Ben to sit down. His Necrofriggian children take up perches around his body and Ben grabs Eleanor and lifts her into a nearby seat. She grins up at him and Ben smiles back at her before ruffling her hair. Ben looks up and blinks at the expectant stares he was getting. Klaus jumps from Ben's side onto the table and croons at the others in greeting They greet the small bag and look back at Ben.

"Am I the leader of the table or do you guys not have anything special happen?"

They all blush and mutter to themselves. Small conservation start and soon the entire table is talking to each other. Ben smiles and looks around the table. A question mark appears above his head, when he noticed a distinct lack of cookie crunching. He looks under the table and around the lunch room only to find nothing.

"Where's Ruby?" Ben asks with a confused look on his face. The others stop and look around before shrugging. Rose petals fly into the lunchroom and the others blink as Ruby appears before them in her school uniform. She grins at them and giggles when a Necrofriggian perches itself in her hair. She takes a deep breath before speaking.

"Sisters, friends, Weiss..."

An indignant "Hey!" is heard from the icy heiress. Ruby begins again. " Four score and seven minutes ago, I had a dream..."

Yang grins and leans over to Blake saying. "This oughta be good." She catches the red tomato that was thrown at her and humms in approval. Klaus catches the next one causing Yang to growl at the bag.

"A dream, that the 4 of us would come together, as a team, and have the most fun day anyone could ever have, ever!" The little Necrofriggian releases a happy screech and pumps its fist into the air, its siblings quickly following.

Ben blinks at the little speech and grins when Weiss asks.

"Did you steal my binder?"

Ruby replies with a "I am not a crook.." Ben tunes out the rest of the conversation and starts thinking on his little dilemma. _'Could team RWBY watch my little ones, while I'm away or should I take them with me? That wouldn't work due to the Grimm and while I would be there, I couldn't stay there 100% of the time. What to do, what to do...'_

He blinks when the floor started to shake but he shrugs it off. As Ben does his little thinking thing, the most epic food fight of all time was happening in front of him. He frowns when the familiar weight of his children disappear but he once again shrugs it off. A turnkey flies near him and he, finally, looks up. His mouth drops open when he beholds the food destruction around him. Weiss was holding a swordfish like a rapier and Yang was using turkeys as boxing gloves. Various food items were being thrown and Nora was laughing like a maniac. He winces when Jaune is hit with a rather hard watermelon. Klaus was chewing on an apple and He waves his zipper at Ben. Ben waves back and he notices his little ones hiding under the table. Eleanor was hiding behind his legs and the others were behind her. It was quite crowded actually.

Ben frowns when he looks up again. '_Better stop this now before we're all taken to detention via Goodwitch express..'_

He raises the Omnitrix up and starts dialing through it. He humms as the icons pass by his eyes and he finally finds the one he wanted. The dial pops up and he grins before slapping the dial. His body expands to almost triple his original size and his mouth grows into a large grin. His skin turns into a reddish-brown color and large hills grow from rock formations on his body. His organs are moved upward when a brought red core repleaces his stomach. The emerald-green flash takes the cafeteria by surprise and standing in Bens place was a giant rocky being. Its green eyes were located on the front of the face, set above a disturbing grin that never moves. Black lines cover the beings rocky exterior and the 4 fingers move in unison.

The being takes a step forward on its feet and its red core glows brightly before it says.

"Gravattack!"

_Omnitrix database_

_Species: Galileans_

_Home planet: Keplorr_

_These strange beings hail from the world Kerplorr. This is a common mistake, as Galileans are actually, living planets. At some point in their life cycle, they orbit their home world Kerplorr. Most Galileans are brownish-red and have a red or orange core in their chest. Galileans have been known to be wise and patient as well as living long periods of time. They have the ability of gravikinesis or the ability to manipulate gravity. This allows them to make things much lighter or much heavier than what they really are. They can levitate due to their gravity manipulation and can roll into a planetary sphere. With their gravity manipulation, they can make things orbit them like a true planet._

_Enhanced strength and durability are within their powers as well. Due to being living planets, they can survive in the vacuüm of space. If a Galilean takes to much damage to their core, they can meltdown and explode, much like an actual planet. Large changes to mass can throw of a Galileans orbit._

_Galileans have an evolved form and it is a large change. Evolved Galileans no longer have legs and move around via manipulating their gravitational field. Their skin crust are much more jagged and their core has been engulfed by their mouth. The core is a swirling mass of energy and is now completely protected by most means of harm. Their hands are much larger as well. The largest change are the three small planetoids that orbit the Evolved Galileans. They each have a little face on them like a normal Galilean. Like a normal Galilean, Evolved Galileans can control or manipulate gravity. Being made of rock, plus their naturally large size, they have enhanced strength and durability._

_They must use their gravikinesis to move around due to not having legs and due to their large size, they cannot fit in small spaces. This is one of Bens favorite forms due to the patience he gets, when transformed. He is often seen in this form._

_Omnitrix database end._

Gravattacks grin falters when the chair under him groans under his massive size. He stands up, catching the attention of Jaune. The blonde swordsman lets out a very girlish 'eep' before ducking under a table. With a grin, Gravattack says.

"Lets break up this food fight.."

The small planetoid lifts up his large hands and focuses a little. Within an instant, his hands are engulfed in a light green glow. Ruby was about to charge at Team JNPR when she started floating. She blinked and starts floating around in the air, her team mates and friends confused by the floating girl. Before long they to were floating and being pulled toward an unknown place. Nora grabs onto a table, trying to stop her slow flight to Gravattack but the planetoid just smiles and increases the pressure. The screams of the two team are quickly droaned out by the moaning of Gravattacks orbit.

Weiss was fumbling around, trying to dodge a sword fish floating toward her and Blake was trying to eat said sword fish. Ruby was giggling like mad and so was Nora. Ren was just stoic and Jaune...was turning green? Klaus attached himself to the planetoids side and Gravattack smiles. Gravattack frowns a little at Jaunes squeezing and lessens the pressure to the thankfulness of the others. Pyrrha decides to pop a question.

"What does this form control, Ben ?"

"This form can control or manipulate gravity and my name in this form is Gravattack." Gravattack says with a small grin. He picks up the table and chuckles at the awed look Eleanor was giving him. He controls the gravity around them and smiles when they all squeal in glee at the concept of floating. Gravattack starts walking toward the door when it bursts open and an angry Goodwitch steps through it. Her eyes were alit with fury and her gaze fell on the moving planet and his orbiters. She stomps up to him and Gravattack stops his orbit allowing the others to fall. His children grab Eleanor and sit her on his head before doing their own idea. Gravattack looks in Goodwitches eyes and smiles when he notices her eyes widen a little.

To say, Professor Goodwitch was pissed, would be an understatement. There she was walking through the halls, when the floor started to shake. She blinks and coming toward her were a large group of students screaming bloody murder. She steps to one side and watches the horde pass in confusion and anger. Some of the students had food covering their clothes and they were screaming of a...food fight? The woman blinks before looking toward the cafeteria where a blond blur was just jetisonned into orbit. She growls lowly to herself before stomping to the cafeteria. She kicks open the door and stomps in, waiting for the destruction but only to find giggles and a few laughs. She follows the noise and blinks at what she finds.

Walking toward the door was a large rock like being and floating around it were the food covered RWBY and JNPR. Although the Y and team RWBY was missing, she should be landing fairly soon. Goodwitch shakes her head and stalks up to the being. It stops its power and lets the other students drop to the floor. The small alien and human child were taken to the top of the beings head and Goodwitch looks into the beings eyes. Instead of the normal fear, the beings eyes show great wisdom and patience. She looks at the beings head and sees the familiar green symbol and asks.

"Mister Tennyson?"

The rock being grins a little larger and says. "Yep." His rocky grin shifts when Goodwitch raises her crop wand causing the destroyed tables to magically float back into place. A random chair bounces from Gravattacks orbit and lands in its original spot. The blonde sorceress pushes her glasses up a little before saying.

"Children, please don't play with your food."

She starts walking toward the now standing students when screaming is heard from above. They look up when a blonde streak bursts through the ceiling. Yangs blurry eyed face looks up at everybody and she grins crookedly before asking. "What I miss?"

Nora's answer was a 'burp' causing the others to burst out laughing. Gravattack lets out a chuckle and blinks when Ozpin stops Goodwitch from going to the students. His enhanced hearing picks up the conversation.

"Let it go.." The grey haired headmaster says with a small smile. The sorceress looks at him with a glare and asks. "Why?"

Ozpin walks next to the blonde haired professor and smiles softly at the laughing teens. Small injuries were seen but nothing to bad, but they were smiling and laughing. He takes a calming breath before speaking.

"Let them be children for a little longer. There won't be many chances in the future for this."

Goodwitchs frown deepens a little before sighing. She turns her attention to the large planetoid and her eyes narrow. Gravattacks grin doesn't falter when he gives her a 'your secrets safe with me' gesture. The professor 'humphs' before walking away and passing 2 boys near the entrance. One ws the blonde haired monkey faunus from his first night on Remnant and the other was... a blue haired plum? Klaus makes a few chuckles and jumps off of Ben's side and hops toward the two boys. They don't notice him but the blue haired plum does. The plum screeches and takes off running with a laughing Klauss hopping behind him. Gravattack blinks his eyes before shaking his head and walking to the laughing group. Jaune notices him first and nudges Ren. They all quiet down when Gravattack clears his throat and talks in his deep wisened voice.

"Can I uhhh... ask you guys for a favor?"

They all look at each other before smiling. Ruby grins and pats the large planetoids arm, only for it to get stuck. She grunts and yanks her hand free before saying. "Sure. What'cha need?"

Gravattack scratches the side of his large head causing rock particles to fly away and to the others Gravattack looked sheepish. Gravattack puts his hands in a bowing gesture and asks.

"Can you watch my little ones for at least a week, while I go investigate something that could be from my universe?"

It was said quite fast even for a Galilean and only Ruby could understand it. She blinks and relays the question. Jaune blinks before smiling and Pyrrha follows suit. Ren just nods and Nora jumps up and down absolutely ecstatic. Blake and Yang were smiling while Weiss was frowning a little. Ruby nods her head in acceptance before saying their answers.

"We'd love to, Ben or Gravattack.. Still kinda confused on how that goes..."

Gravattacks core brightens and he pulls them all into a hug causing them to groan or in Nora's case, giggle and cackle. The large planetoid was saying 'thank you' repeatedly and they couldn't make him stop. Gravattack lets them down before being attacked by his little ones. Bright green eyes and a pair or glistening brown eyes greeted him and Gravattack lets out a little croon in apology. He picks them up and nuzzles them with his large forehead, carefull of the Omnitrix symbol on his head. He nods in thanks to the others before turning around to walks away. He is stopped by Weiss's voice.

"What's this about something from 'your universe'?"

Gravattacks forms shakes a little and his green eyes narrow at Weiss's cold blue ones. Gravattack sighs and taps the Omnitrix symbol. A few seconds later, the transmission was playing through the cafeteria and it was greeted with silence. The transmission ends and the group stare in open shock. Before long, Jaune is giving Ben a thumbs up. Yang follows Jaunes lead and Ruby gives off a large grin. Gravattack lets out a breath that he was unknowingly holding, and smiles. The planetoid grins and starts walking toward the door. He pulls his legs into his body and morphs into his planetary form. He floats over to his children and grins when they giggle and laugh as his orbit grabs onto them.

He nods at the group and they wave back before he floats out of the door. The Beacon students wave at him and the foreign students stare in shock. The Beacon students chuckle and walk toward their classes and Gravattack stops near his last class. History with Oobleck. Thankfully, Galileans were a patient species, so this should be an easy class. Gravattack bends down and squeezes through the door. The wooden frame creeks and groans as his rocky exterior scratches the surface. He finally fist in and his children laugh at Gravattacks sheepish grin. He scratches his head and says.

"Sorry about the door..."

Oobleck just sighs and points to a desk. Gravattack grins and walks over to his designated seat nad sits in it. The chair bursts into splinters and Gravattack sighs before saying. "This is going to be a long class period..."

_At the end of the day._

Ben stretches and yawns at the setting sun. His children were floating ahead of him, playing in the trees. Klaus jumps from the bushes and Ben smiles at the small magic bag. The bag had some blue cloth in his zipper mouth and Ben has an inkling at where that came from. Our green eyes hero attached Klaus to his side and walks toward his dorm. Eleanor notices him and runs over, her Necrofriggian siblings following. Ben pats their heads and takes out his scroll. He pushes open his door and smiles when his little ones run to his bed and wrap themselves up. Klaus jumps from his side and starts chittering to himself. Ben shakes his head and starts pouring himself a glass of orange jucie but stops when furious taping attracts his attention. He puts down the glass of orange juice and raises the Omnitrix. He motions for his little ones to hide and they hide, under the bed. Ben represses the urge to squeal and he slaps down the Omnitrix symbol. Heatblast stands in Bens place and the Pyronite walks to the door. He peeks through the peeper hole and sees no one.

He grabs the bronze door knob nearly melting it with his heat and pulls it open. He hears an 'eep' and a 'holy!' before he finds the voices. Velvet was on the ground her ears over her head and Jaune was holding his chest. Heatblast blinks and asks.

"Velvet? Jaune? What are you guys doing here?"

The blonde haired boy doesn't answer and Heatblast helps Velvet up. His eyes soften at her saddened ears and Heatblast pats her head, carefull of his flames. Jaune finally catches his breath and says. "Wanted to ask you a question and I met Velvet on the way to your room."

Hetablast raises a nonexistent eyebrow and says. "Ok?" He waves them in and the two students walk hurry in. Heatblast chuckles before closing the door. He sighs in releif at the carpets condition and thinks.

"_Good thing, I made the carpet and many other things fire proof.."_

"False alarm, little ones. It's just Jaune and Velvet." Heatbalst says causing 15 head to pop out from under the bed. Velvet squees to herself at the sight and Jaune lets out an 'aww' before focusing back on Heatblast. The Omnitrix beeps and whirls before timing out. Ben stares in surprise at the Omnitrix and shrugs. He returns to his orange juice and motions for the 2 to take a seat. Jaune grabs a kitchen chair and Velvet sits on the ground, letting the little ones to crawl over her. Ben takes a sip of the orange juice and humms in approval before giving Jaune the go ahead. Jaune blinks like an owl for a few seconds before saying.

"I completely forgot to ask this during your 'revelation' but how does it feel to transform?"

Ben gives his little ones a glare when they started to poke and prod at Velvets ears but Velvet waves him off. Ben sighs and answers.

"That is a good question. How does it feel to transform into different beings each and every day? How can I explain this without scarring you..."

Jaune lets out a little 'gulp' that makes Ben smile. Ben thinks on it for a minute before snapping his fingers. "You remember my transformation Clockwork right?" Jaune nods his head 'yes' and Ben smiles before continuing. "Imagine, your entire body being stuck in time for a few seconds before your organs and muscles disappear. They are replaced by cold metals and your skin is morphed into something not organic. It's a painful process at first but the pain goes away when the transformation ends."

Our green-eyed hero looks at Jaune and sees the horrified look on his face. Velvet is the same and Ben bursts out in cackles. His lungs burned from the lack of oxygen and Ben takes a gulp of air and he quickly explains.

"Thats for my more mechanical transformations. The others aren't so bad and some are actually enjoyable."

Jaunes releases a breath and glares at Ben, who just shrugs. They both look at Velvet and smile, when Eleanor purrs at the soft touches of Velvet. Bens children fly over and situate themselves on the table and Ben grins before rubbing their heads. Their screeches cause Jaune and Velvet to chuckle before standing up. Ben whistles lowly and Klaus jumps out from a dark corner and bites Jaunes foot. Jaune yelps and tries to kick Klaus off. It fails and Klaus just bites harder, causing Jaune to grab the bag and yank with all his might, which isn't much. Ben whistles again causing Klaus to let go and Ben chuckles at Jaunes glare. He waves to the two when they leave the room. He turns around and takes a large breath and steels himself for whats to come.

_10 minutes later, after a large screech and claw attack by sad children._

Ben rubs his scratched face and glares a little at Eleanor as she hisses and dries at him. His hair was an ice block by the end of the conversation and his Necrofriggian children cling to him, bailing their green eyes at him. He sighs and stands up, despite the extra weight, and picks up the still hissing and crying Eleanor. He walks over to his bed and starts cooeing at them lowly. He slowly picks up the volume and his cooeing and purring turns into a humming lullaby. He slowly takes them off, one by one, and puts them into their little beds. They cry and reach toward them and Bens eyes soften before he lays Eleanor in his bed. He covers her up despite her hissing and watches as she claws at his hand. He slaps the Omnitrix dial and feels his body, shrink and be covered by a suit.

Echo Echo stands in Bens place and He taps the Omnitrixs dial causing it to grow brightly before the familiar green flash takes place. Echo Echos body jumps to 7 feet in height and the silicon containment suit is replaced by cold metal. The green flash disappears and standing in Echo Echos place was a blue and green being. It stood on two large legs, that had speakers around it. The torso was skinny near the waist but bulked out near the torso. The Omnitrix symbol was in the middle of the beings chest and it branched off into separate speakers. Its shoulders were large green speakers and its 4 fingered hands clinch a little. Small wires connect into the beings arms and stretch to the beings shoulders.

Its head was a oval shape two small speakers are on the side of its face. Its green eyes glow unnaturally and its mouth, forever sat into a frown, speaks without moving. His voice sounded like it was coming from a speaker.

"Ultimate Echo Echo..." (See Chp. 3 for description of powers.)

The evolved Sonorsarian walks over to the table and grabs a chair. He sits down, his metal body bending the chair slightly . Ultimate Echo Echo grabs his phone from the table and hooks it up to one of his speakers. He dials through the music playlists before settling on a soft song. His speakers vibrate and thump as the music comes through them. The soft chimes of a music box echo through the room causing the little ones to slowly sway to the music. ( Look up Pandora's Hearts- Lacies lullaby with piano added.)

Ultimate Echo Echo smiles when his children slowly yawn due to the soft music and he turns adjusts the sound for greater depth. His metal body hums from the music and he softly hums to the piano as it begins. He engages the 'Life form lock' and looks at Klaus. The small bag is looking at the evolved Sonorosarien with pleading button eyes. He sighs and picks up the small bag and lays him against his metal body and asks quietly.

"Happy?"

Klaus chitters up at him and snuggles into the surprisingly warm metal. Ultimate Echo Echo turns back to his children and focuses on the moon for a few seconds. His voice softly reverberates around the darkened room as he says.

"Omnitrix initiate 'Life Form' lock."

The Omnitrix softly bings and returns to a normal green color. Ultimate Echo Echo nods his head and closes his eyes. The soft chimes from his speaker lulls him to a light slumber.

_To Team RWBYs room, a few hours later._

4 heads groan and turn as a their door awakens via knocking. It stops for a few seconds before beginning again. Ruby's silver eyes snap open and she sits up. Her yawn makes her body shake and she walks over to the door. She unlocks it and opens the wooden door with another sleepy yawn. When her eyes refocus, she is staring at a blue chest. She follows the chest to a green Omnitrix symbol and a frowning metal face. She rubs her eyes and asks. "Ben?" The blue being nods its head and its radio like voice startles the others awake.

"Sorry for the awakening but I'm leaving for the distress signal."

Ruby nods and jumps when a blurry blonde head lands on her shoulder. Yang yawns and pushes her bed hair out of the way. Blake's golden eyes were glazed over by sleep and Weiss's glare could've frozen water. Ultimate Echo Echo chuckles and hands Ruby a small card. She takes it and watches as the surface digitally turns into her name. She gasps as a picture of her comes into the screen and starts listing information. She looks up at the evolved Sonorsarian with a questioning glance and he explains.

"That card gives you nigh complete access to the things in my room. You can use it to get in and out and to use my laptop, if needed. I have a small list in my room, if any trouble arises."

Ruby looks at the small card in wonder and Ultimate Echo Echo pats her head. They all hear soft chittering and look down at the still sleeping Klaus. Their laughs make the magical bag stir but not awaken. The evolved Sonorsarian nods at Ruby and quietly hovers in place via his stereos. He waves at the tired group and looks at the time. It was only 1:00 a.m. and he still had to get his bike. He sighs to himself and quickens his pace. Once outside he takes a breath with his non-existant lungs and says.

"Disengage 'Life form' lock, Omnitrix"

The Omnitrix bings in recognition and whirs before the green flash engulfs the area. Ben sighs and takes a step forward. Only to stumble and grab his head as a quick burst of nausea passes. He stops for a second and thinks. "_Thats new..." _He doesn't ponder it for long and lowly whistles. A humming noise is heard as the Tenn-Speed drives up. Ben takes off his back pack and lays it in a sub-compartment and gets in the drivers seat. The biker materializes his suit and he pushes a button that says in bright bold letters 'Flight mode.'

The bike, without delay, splits into its flight mode and the soft hum of the propellers calms Bens nerves. He sighs and pushes forward on the throttle and with a burst of speed, he disappears over the Beacon cliffs into open ocean. Ben smiles as the smell of the ocean makes him nostalgic but he shakes those thoughts away. He had a long drive or flight ahead of him.

_About 4 hours later. Time 5:00 a.m._

Klaus hisses and chitters up at Ben as he dodges another flock of seagulls. Ben sighs and nods as the magical bags rants increase.

"I should've woken you up, but I didn't want to..."

"So what if I made you eat an entire week of food and water while you were asleep?! You look just fine..."

"Okay, okay. I'm sorry...Happy?"

The conversation went like this for a few minutes with Klaus, angrily chittering and screeching at him. Ben sighs when the magical bag nods in acceptance and squaks. Ben looks forward and his eyes widen comically. He pushes the steering wheel down as a particular large flock of birds pass him. Ben looks behind him as the flock disappears behind some clouds and asks.

"Whats with the birds? Thats the 4th flock we've passed or dodged..."

He blinks when the tickling of energy, brushes his neck. He looks behind him into the smiling face of Professor Paradox. Ben grins and watches as Klaus jumps from his side into Paradoxs open hand. Ben pushes the 'autopilot button' and turns to the immortal time traveler. He asks a question. "What'cha been up to, Paradox?"

The immortal time traveler stops petting Klaus and says.

"Nothing, young Ben, Stopping time switches and ruptures nothing out of the ordinary. I came here to give you a warning."

Ben blinks at the intelligent words and shakes his head. "Warning?" Our green-eyed hero inquires. Paradox smiles cryptically and says.

"This part of the planet was given the name 'Strait of storms' and for good reason as well..." Paradox disappears into a spiraling blue portal and Ben raises an eyebrow at the warning. He looks down at Klaus and smirks at the confused look on the bags face. He turns around and chuckles to himself.

"The Strait of Storms. I wonder why it's...called...that..."

Let everybody know, that while Ben is smart in his own way, he is still idiotic at times. The large mass of dark storms clouds rolling toward Ben, roar like an angry herd of lions. Lightning flashes around the cloud and the thunder deafen Ben, nigh every second. Ben gulps and looks down at the shaking Klaus.

"The Strait of Storms..."

He gulps and grabs the steering wheel as the gales of wind cause the Tenn-Speed to veer out of control. Bens scream of surprise causes Klaus to attach to Ben's side and whimper a little. Ben grunts and hisses as the steering wheel is jerked out of his hand. He grabs it again and tries to gain control of the vehicle. He fails and the flying vehicle is pushed around like a rag doll. Bens head is swimming and he feels his head start to bleed a little from the constant impacts of his head versus metal. His eyes catch a small island north-east of him and he grabs the steering wheel and turns. The bike whine sand whirs but successfully makes it to the tropical island. Ben manuevers the bike to a small out cliffing and lands it in the clearing near it. He pushes a button causing 4 small drills to shoot out and drill into the ground.

He grabs the ropes and tugs them, satisfied with their strength. He grabs his bag and Klaus before making his way to the cave. Rain starts to fall as he enters the dark cave and he sighs in relief. He looks down at Klaus and says.

"Firewood please..."

Klaus obliges and opens his bag mouth. Ben reaches in and pulls out a decent sized pile of fry sticks and leaves. He smiles in 'thanks' and puts the fuel into a neat circle before pulling up the Omnitrix dial. With a quick slap, he turns into Heatblast and lights the fuel. Heatblast watches as the sticks catch and soon the leaves follow. He reaches into Klaus's mouth and pulls out more sticks. He throws them on and slaps the Omnitrix dial and reverts back to Ben. Ben sighs and leans against the rock wall and reaches into his already open back pack? Ben looks at the bag in confusion before shaking his head and turning back to the fire.

He doesn't notice a thin lithe hand reach out of the darkness and grab a sandwich from the bag. Our green eyed hero looks around the cave once more before standing up and making his way to the entrance. He stops and turns around only to see a flash of place skin sink into the darkness. He narrows his eyes and sits down near the fire. He carefully watches is bag as he pokes at the fire. His eyes widen a little when the hand reaches out and grabs another sandwich. One detail caught his attention.

"_5 fingers. Most likely a human or faunus. But what's he or she doing out here?"_ Ben thinks before reaching into the bag and taking out 4 sandwich. He looks into the darkness and says.

"I know your there. I seen you after the 3rd sandwich." He gets no reply and he slides one of the sandwichs into the darkness. The crumpling of shrink-wrap makes him smile and he says.

"I'm not going to hurt you. It's not in my nature..." He is happy when a pair of human feet come into the light and he follows them up. Thin legs and decent thighs meet into a noticeably thin navel. A small pair of arms twitch and move around below a pair of breasts, covered in mud. "_Human female." _Are Bens thoughts ad he continues looking up. He nearly shouts in surprise at the second pair of arms moving around above her breasts. His mouth drops in shock as the torso moves and the females face comes into view. A thin pointed face with a small mouth and nose. Blue eyes frame the black hair and she tilts her head at him. He doesn't move when the girl takes the other three sandwichs and eats them. Ben had only one thought on his mind.

"_This is so not good..."_

**Authors note: I have no excuse for this chapter. School is still annoying to a degree but I'm getting into a system. Sorry for any grammar or spelling mistakes in this chapter of last chapter. For those who are asking, I plan on or plan on trying to update Guardian of the ocean. I've begun playing Bioshock 2 again, and my inspiration is coming back. To answer another question, I am strongly considering having Ben make a Proto tool for himself and maybe even Jaune or the others. I don't know about the Proto truck or the Rustbucket 3 but they are possibilities. Thanks for the support ad sorry for the wait. Leave a review if liked and Thanks for reading.**

**Luckyplains13, signing out!**


	9. A new friend and the settlement

Ben 10 and RWBY crossover

Omni: The shapeshifter of Remnant

**Authors note: Hey guys and girls! I got some decent reviews from the last chapter, and I am thankful for that. 1 reviewer made a comment that I was making Ben a little 'too' feminine and I agree. I'm still new to writing and still learning the tricks of the trade. So, I will make Ben still be masculine but with touches of feminine. Thank you for pointing that out, my friend and I hope this chapter will be better. Oh, before I forget. "Guardian of the ocean" is being put on 'hold' for a bit due to being challenged by another author. I can't tell you what the challenge is yet but its pretty different. Thanks for the reviews and support and can I ask a question? Should I remake 'Knight of Remnant'? Leave your answer in the review section and enjoy the chapter.**

Chp 9: A new friend and the settlement.

"Person or creature speaking."

_'Person or creature thinking'_

Silence reigns supreme throughout the cave and Ben stares blankly at the naked, dirty, girl in front of him. His mind short circuits and Klaus hisses at him. Our green eyed hero doesn't reply, but his eyes follow the girls hands as they grab more sandwiches. Ben mind finally reboots and you could literally hear his mind 'ping' as it starts back up. Flailing arms scares the girl and she jumps back in fright. Ben covers his face as it turns around.

_'There's a naked girl in the cave. There's a naked girl in the cave with me. And she's naked! With 4 arms!'_

Klaus is chittering up at Ben and Ben shakes his head at the magical bag. Klaus hisses at Ben and bites his elbow. Ben stares at Klaus and Klaus stares back. Bens screech causes the 4 armed girl to jump into the darkness. Ben grabs a rock and starts smacking Klaus with it, cursing all the way. Klaus moans a little and let's go, falling to the ground with a soft thump. Ben shakes his arm and says to Klaus. "You made me do that.." Ben returns his attention to the darkness and frowns a little. He sits down and Klaus hops up to him and Ben sighs. He picks up the little bag and pats his head before laying him down. The shuffling of feet makes our hero, turn his head and he stands back up.

The girl looks at him timidly and steps back into the darkness. Ben smiles and reaches out his hand, his fingers outstretched. The black haired girl looks at his hand strangely and outstretches her hand. Her fingers touch his and jerks back in fright. Ben doesn't move and watches as she takes another step from the darkness. She takes her hand again and touches his, marveling at his hand. Ben moves his hand away and closes it into a fist, before lifting one finger. The girl blinks and copies. Ben nods and pulls up 2 fingers and the girl follows. This keeps happening until the final finger and Ben moves his thumb out ward. The black haired girl follows and gasps when Bens hand looks the same as hers.

He smiles and pats a seat near the fire causing her to jump. She shuffles closer and sits down next to the fire, scared of it. Ben frowns at it and his voice causes the girl to look at him.

"Omnitrix: Scan mode."

The Omnitrix makes a beeping noise and the face plate lifts upward. The touch pad changes into a radar and Ben lifts it up toward the girl and says. "Scan." The Omnitrix dings and a green light engulfs the girl causing her to flail. Her secondary arms pull closer to her body as the feeling passes. Ben chuckles at her and touches a button near the screen, causing a projection of the results to appear. Ben hears the girl scramble away and his eyes follow without moving his head. He moves his attention to the results and touches the projection. The results grow in size, listing various information. Nutrient level, estimated age, pheromone production, ect. Ben finds the DNA section and touches. He blinks when a hand comes through the screen and moves back out of it. His green eyes twinkle with delight as the girls eyes widen with fear and curiosity.

The girl starts poking the screen and Ben ignores her for a few seconds as he pulls up her DNA. He taps it and a percentage level comes up. Our green eyed hero frowns at the percentage. The girl was 80% human, and 20% percent Tetramand. _'She probably had a human mother and a Tetramand father. But why is she way out here?' _Ben muses as the information disappears causing the girl to frown and whimper in sadness. His ears twitch as the storm seems to pass. He looks out the caves entrance at the lessening rain and stands up. The girl looks at him before jumping up behind him. Ben blushes as the girl stands VERY close to him and her assets bump his head. He takes a calming breath and walks out of the cave and into the now damp forest floor.

He walks over to the Tenn speed and disengages the wires attached to the ground. He hums and checks the interface before turning around. The girl was gone and he and Klaus made a noise of surprise before spinning around. They found her near a mud puddle, spreading the soft soil across her body. Ben deadpans and whistles causing the girl to jump. She jumps over to him and Ben stares in surprise.

_'That was over 20 feet away and she cleared it like, she was jumping over a small crack..'_

Bens thoughts ran like this before he shook the thoughts clear. He cleared his throat and said. " I'm going to be transforming now. So, please don't be frightened..." The girl tilted her head and nodded. Ben sighs and dials through the Omnitrix. The familiar symbol of Water Hazard pops up and he selects it. He slams it down. The emerald flash blinds the girl and she moans in surprise. Water Hazard and waits for a scream or a punch but the only thing he got was an awed 'ohhh'. Our Orishan looks at the girl and tilts his own head at the girls strange acceptance of his transformation. He looks down at the dizy Klaus and shakes his head. He sticks out his arm, one of his barnacles pointing upward. The girl pokes it and shrieks when a jet of water shoots out. Water Hazards chuckles make her hiss at him and he says with his bubbly voice.

"Now hold still. This will probably feel weird. But hey, who said weird can't be good?"

He warms up the water in his body and gently sprays it over the girl. Despite the girls obvious disliking of bathes, the cleaning was a success. Water Hazard was happy his exoskeleton was red or he would be putting a tomato to shame. The girl's arms cover her, in a frantic attempt to keep warm and Water Hazard slaps his forehead. The sound reverberates throughout the clearing and he quickly slaps the Omnitrix dial. The red armor is replaced with cooled rock and a molten core. His head shrinks into a vague skull shape and is quickly ignited. Heatblast looks at the girls shivering body and watches as she shuffles closer to him, due to his warmth.

He lifts his comically large hands and wills his flames forward. He ignores her frantic screech as he was focusing on not burning her. The girl tries to run but he uses his limited Geokinesis to stop her. He continues on his task and takes a step back as the steam clears for a few seconds. He stumbles, his two toed feet not, believing what he saw. The girl was poking at her dry body and while she was naked, her hair was frazzled beyond repair. His raspy laugh causes Klaus to laugh as well. Heatblasts mini-volcanoes seem to erupt in brightly colored flames as he wipes a non-existent tear away.

"Hoo boy... I completely forgot about the hair. That's gonna be a pain in the ass to fix but at least she's clean. And still naked... Bugger..."

The Pyronite shakes his flaming head and nudges the girl toward the cave. She complies and jogs to the fire. Heatblast sighs, a small flame escaping his mouth before the Omnitrix beeps. He blinks when the Omnitrix times out. He stares at the little watch and mumbles. "That was the first time it timed out. That's kinda strange...Something to do with the planet or the Dust?"

He shrugs and joins the girl in the cave. She was sitting next to the fire, trying and failing, to get warm. Ben reaches down toward Klaus and unzips his mouth. The girl watches, amazed, as Bens arm sinks into Klaus's mouth up to his shoulder. Bens mumbling to himself as he does this, and he yelps when he finds something weird. He glares at the rasping Klaus and grins when he hand latches onto an extremely soft material. He yanks out some SpiderMonkey silk and grins. He takes off his hoodie and throws it to the girl. She catches it and looks at it strangely before trying and failing to put it on.

Ben sighs before laying the silk down and helping the girl. She grunts and hisses as Ben pulls the hoodie over her head and guides her main arms throw the sleeves. He secondary arms push against the fabric, but stop when she purrs at the warmth. Ben nods in acceptance before reaching into Klaus before finding some needles. He makes a noise of annoyance and begins to knit the silk into a pair of loose pants. 30 minutes later, the pants were done and Ben grins to himself. Ben motions for the girl to get up and she does. He hands her the pants and motions for her to put them over her legs.

She looks at the pants before putting them on. Her gasp makes Ben grin in pride, and he returns to his knitting. The girl was poking and rubbing her face against the pants fabric, purring the entire time. Bens green eyes look outside and smiles softly at the twinkling stars. He curses when he pokes his finger and looks at the small glob of blood. He shakes his finger for a second before returning to his knitting. Klaus looks at his finger and hisses in surprise when the small hole slowly heals over. He looks up at Ben and is about to hiss but stops himself short. Ben was trying to make a conversation.

"What's you name?"

The girl looks up from her pebble rolling and tilts her head at Ben. Our transforming teen, groans a little and smacks his forehead. He lays down the half-finished shirt he was making and point to himself. "Ben. My name is Ben. Yours?"

She looks at his fingers and copies. Ben shakes his head and introduces himself again. She looks at him and opens her mouth, trying to articulate the words. Bens smiles and nods on encouragingly, and Klaus screeches in encouragement. Her lips come together and the word that came out was partially understandable. Ben blinks and motions for her to try again. She does and Ben cringes at the scraping noise that follows.

"Ben..." The said hero stops his cringe and adopts a thinking pose. His thoughts run like this. _'Probably never had to use her vocal chords for words. But that's a start.'_ He nods and points to her. "Yours?"

She looks at him before pulling her hands up. She twirls them and clinches them before jumping up. Ben loses his balance and falls on his butt before his eyes widen. The girl was running back into the forest. He curses and runs after her, only to lose her, due to the foliage. He looks around for a few seconds before his eyes settle on the Tenn speed. He runs over to it and starts it up. The bike rises into the air, roaring, before Ben pushes above the tree line. His voice echoes across the small island as he searches for his signature hoodie. A flash of white goes past his peripheral vision and he turns toward it. The girl was jumping from tree to tree and her face was expectantly, serious. Klaus's screech doesn't make Ben stop when he yanks the Tenn speed toward the girl.

He watches as she jumps and lands in a large sized clearing. He yells at her as the Tenn speed closes the distance in between them. He lands the bike and jumps off before jogging to the girl saying.

"Oi! What was that? I'm sorry if I scared you but you nearly gave me a heart attack..."

She looks at him strangely before she jerks her head toward a rather large tree. Ben follows her head and blinks before his ears pick something up. It sounded like trees falling and the beating of a chest. He makes a strange noise when the Girls secondary arms pull him behind her and he peers around her chest. His eyes widen when the tree is up rooted and thrown. He covers his head as dirt, rocks, and roots fall from the trees up lifting. It hits the ground with a mighty thump before crashing into some trees, splintering them. Bens green eyes look for whatever caused the trees obvious uprooting. He finds it and pales before saying.

"Holy King Kong..."

Standing on the other side of the clearing, huffing and puffing, was a large gorilla. Its black fur blends into the night sky and the only thing that could be seen was its pearly white mask and shoulder plates. It takes a step into the moonlight and his fears double. Standing at 16 feet, rippling muscle, various cuts and scars coverings it body and the human sized fangs made the beast much scarier. It was a Grimm, due to its red eyes and Ben knew that they wear in the wrong part of the forest. The girl was hunched over and growling a little and the Gorilla roars before beating its chests. The blows causes Ben's ears to ring and he looks down at the Omnitrix before pushing it. A powered down noise causes him to curse and look at Gorilla.

He gasps when the girl runs toward the Gorilla and roars at it. The Grimm Gorilla roars in tandem before charging. Ben watches amazed when the Grimm Gorilla throws a punch and the girl pushes it away with some difficulty. The shock wave, however, sends debris and Ben flying. Ben grunts when he hits the ground and looks for the Tenn speed. The bike was pushed over by a particularly large tree limb and the pieces of it where through around. Ben runs over to it, stumbling when another shock wave would come, and hides behind it. He looks at the Omnitrix and makes a angry noise before looking over the bike. The Gorilla had the upper hand but the Girl was letting any leeway. The Kong, Ben nodded as the name just seemed to fit, swung its gigantic fist and caught the girls legs.

She yelps when the blow hit her, and as she done cartwheels in the air, Ben heard a familiar beep. He looks down at the now brightly glowing Omnitrix and grins to himself. He looks down at Klaus and says.

"Let's get this party started, shall we?"

He jumps over the fallen bike and runs over to the girl before standing in front of her. Her noise of confusion makes Ben chuckle before he yells at the Kong. "Hey, big guy! You better take cover. Because..." He slaps down the Omnitrix and his mouth stretches further. His height doubles to 12 feet and his muscled bulge and rip before reforming. A large pair of secondary arms erupt from his sides and clench their fists before relaxing. A long stretch of cloth comes from the Omnitrix and stretches over the large being before the emerald flash disappears. Standing in Bens place is a large red humanoid, with bulging muscles, 4 green eyes, 4 arms, and a traditional wrestlers outfit. Black lines run from under his nose into a mustache design and small red spikes flay and move as the being tenses his two toed feet and yells in a nazzily voice.

"...Four arms is on the floor." The being finishes.

_Omnitrix database_

_Name: Four arms_

_Species: Tetramand_

_Home planet: Khoros_

_This bulky species comes from the desert planet of Khoros. They come in a large array of reds but brown and blues have been seen before. They seem to have an extra set of pectoral muscles to help move their second pair of arms. Tetramands have been seen with black hair, which grey as they get older, but most have no hair. Generally speaking, most Tetramands are aggressive and resort to violence normally. Females are traditionally stronger than the males. Tetramands are known to build the toughest, most durable engines in the entire Milky Way galaxy. Tetramands have 4 very muscular arms which give them a considerable advantage at close range._

_While not really martial artists, Tetramands have developed a series of fighting styles that revolve around their natural strength and agility. They can create a sonic blast by clapping their hands together. Due to their planets natural dangers and predators, Tetramands have evolved with dense, armor plated skin that is immune to fire. Their legs are extremely strong and have been shown to jump over a mile in height and distance. However, due to their size, Tetramands are easy targets on the battlefield. This is one of Bens heavy hitters and is an original as the public dubs them. He greatly likes using Four arms due to the extra arms and strength._

_Omnitrix database end._

Four arms looks at his hands before grinning and looking behind him. The girl is looking at him in shock but her attention is on his secondary arms. He gives her thumbs up, his three fingered hands clenching, and says. "Take a break. I got this..."

He turns his attention to the Kong and grins at its stupefied face before bending his legs. With a great leap, Four arms launches toward the Kong. Its eyes widen before swinging its arm at the red bullet, that is Four arms. He pulls back his right fists and punches the Kong's fist, smirking at the Kong's cry of pain and decks the Kong in the stomach. Spit erupts from the Kong's mouth and it flies back a few feet before grabbing its stomach. Four arms lands and does a little foot work before pulling all of his fists back. He claps them together, causing an invisible sonic blast to hit the Kong, and push it back. The red Tetramand is about to run towards the stunned Kong when a pair of hands stop him. The girl is looking at him with expectant eyes.

Four arms raises an eyebrow and asks. "You good to fight?" The girl nods and punches the air with her fists. Four arms grins and turns his attention to the Kong.

"You distract him, while I do the heavy hitting?"

The girl bends her knees and nods before bouncing off. The Kong shakes its head and swipes at her but she pushes it away, not strong enough to block it. Four arms look around and spots a dense tree before grinning and walking over to it. He grabs its trunk and grunts as he lifts. The trees roots try to hold onto the soil but fails, as Tetramandian strength pulls it from its home. Four arms grins and lifts the tree, a little higher before charging at the Kong. He winds it up and swings it's at the Kong's unprotected side. The Kong, swings its free arm and connects with the large tree. It shatters into splinters and Four arms looks at the destroyed stump in his hands.

"Really tree? Really?" Four arms mumbles before his eyes widen at the wide fore arm flying at him. He grunts when the appendage hits him, and sends him into another tree. He groans, grabs his head, and stands up. The girl flies toward him and he catches her. She smiles at him before jumping from his arms. They both look at the roaring, pissed Kong before looking at each other. Four arms looks at the surrounding area and says.

"I take the left, you take right? We meet in the middle for a knock out?"

The girl seems to ponder it before beaming at him. They both grin before cracking their knuckles. A shadow looms over them and they both look up. Purple and green eyes widen comically at the extremely large boulder flying at them. Four arms starts running toward the Kong and the girl goes to the right. The boulder lands, causing a small shock wave, but it doesn't deter the two. The Kong roars at them before picking up other boulders and throwing them. The duo skillfully dodges or in Four arms cases, punches through the smaller ones and jumps over the big ones, before jumping in midair. The girl, dodges the Kong's right fist and rears her own fists back before landing a harsh hay maker on its face. The Kong's face jerks to the left, right into Four arms fists.

The force caused by this shakes the entire island, and the Kong lumbers for a few seconds before falling to the ground with a groan. Four arms lands on the ground and grins. He turns around only to be tackled by the Girl and pushed back a few feet. He smiles and pats her head, watching as her eyes twinkle with joy. The Tetramand coughs into his hand and speaks.

"Now... what made you leave in such a hurry? It wasn't Mister Kong here or was it?"

She shakes her head and grabs his lower hands, the only ones she could reach at the time and starts pulling him. He blinks and shrugs his upper shoulders before relenting and letting the girl pull him to her destination.

_A few minutes later._

Four arms grunts and pushes a tree branch away from his face and blinks at the sight in front of him. A large cave with jagged rocks surrounding it, greets him and he swears the small holes at the top are eyes. The girl seems to jiggle with energy before bursting into caves tooth filled entrance. Four arms raises a hand to stop her and says. "Hey!" before following her in. His eyes adjust to the darkness and he makes a connection.

"This is your home..."

The girl nods her head and starts pushing away some rocks. Our resident Tetramand looks around, his arms clenching and twitching, at the small grass bed and by the looks of things, a storage place. His ears, or what the Tetramands consider ears, picks up the slight clinking of metal on rock. He turns his head and his eyes widens at what's thrust into his face. The girl is smiling softly at a small diamond shaped trinket and she pulls it close to her chest. Four arms bends down to her height and lays his hand out, and the girl hands the trinket to him. He runs his large finger over it and pushes a button on the side causing it to open. He looks at the cover and reads, out loud, what was engraved on it.

"_No matter what happens, no matter the things you see, keep moving forward. You are special, despite what others think. You are our baby girl, and we love very much. Our little four armed bundle, our little...Caroline.."_

Four arms says the name on his tongue and looks at the girl, now named Caroline, and says. "Your name is Caroline isn't it?" Caroline shakes her head and Four arms smiles at the name before handing the trinket back to her. He wipes his hands on his clothes and sticks out his right hands.

"Well then... My name is Ben Tennyson, in my human form, but in this form, you can call me Four arms..."

Caroline sticks out her left hands and shakes his. He smiles and starts walking out of the cave, ducking when getting near the entrance. Caroline follows and Four arms asks. "Need to grab anything?" She shakes her head 'no' and Four arms grabs her. She shrieks a little before blinking. Four arms bends his knees and grins before jumping. The air rushes past them and Caroline screeches and laughs. Four arms lands, causing a large crater, before jumping again. Caroline's laughs echo across the small island and Four arms smiles. Looks like, he is a trouble magnet...

_Time rewind! Back to Beacon, just after Ben left..._

Ruby shoots up as her scroll rings. She rubs her eyes and stretches before jumping from Fort Ruby. She grabs her scroll and looks at the notification. Her eyes widen and before long a red 'blurr' is zipping around the room. The others of Team RWBY groan and sit up, eyes blurry from sleeping, and Yang asks.

"What's the matter, sis?"

She doesn't get an answer but the door slams shut and Ruby is gone. The others look at each other and shrug before falling back to their beds, happy to go back to sleep. In Team JNPRs room, Jaune is doing the same, but much more clumsily. He grabs his jacket and scroll before running out the door. Both Ruby and Jaune look at each other, when they reach their destination. Bens room... They both gulp and Ruby pulls out the card Ben gave her. She shows it to the security eye and it dings with acceptance and she pushes open the door. Only to be blasted away by the sheer screeching coming from the room.

Jaune covers his ears before moving in to the room, Ruby quickly following. The Necrofriggian children were screeching and phasing through objects. Their frantic cries were causing Eleanor to cover her own wars, but she was crying as well, her tears causing a puddle beneath her feat. Jaunes blue eyes dance across the room and he notices a piece of paper on the table near Ben's bed. Ruby was zipping around the room, trying and failing, to catch the children as they word turn intangible when near. He flinches when one of them phase through him, and shivers as the feeling chills him to the bone. He walks over and picks up the note. He opens it and starts reading it.

_"Dear Teams RWBY and JNPR..._

_Oh, who am I kidding? This is probably Ren, Blake, Jaune, or Ruby reading this. Well no matter... This little note is a small guide to my little ones and some small tips. Jaune... I know you are reading this, due to you and Ruby being the most trustworthy of the groups. But besides that, I gave Ruby a small card, that as I put 'can be used to access my computer and other things' and that is true but it has a larger part. That card holds a large amount of lien in it. You can use this lien for grocery shopping, clothes, ect, ect. You don't need to worry about the amount on it, I have plenty of lien and it can be easily made back. Let's start with a simple step: I left my little ones without saying 'bye' and they are probably crying. If you go to the security eye and show it your face, it will recognize you and give you a large list of things. Touch 'multimedia' and find 'music..."_

Jaune looks around before walking to the security eye. Its green optic looks over him and glows blue before a small screen pops up. He looks down it and finds 'multimedia' and pushes it. It dings and comes up with 4 more things. He pushes 'music' and returns to the letter.

_"After that, click on 'calming music playlist' and adjust the volume. This will play a multitude of songs, that should help my little ones calm down..."_

Jaune pushes the playlist and jumps when a deep violin start rolling across the room. He looks behind him as Ruby stops and stares at the results. The little ones were ceasing their screeching and Eleanor's tears were slowing to a stop. After a few minutes, Ruby looks at him and gives him a strange look. He shows her the letter and she makes an 'oh' face. She walks around picking up the little ones and putting them on Ben's bed. Jaune returns to the letter.

_"When they are calmed down, they will be hungry. In the fridge, there are two stacks of waffles. One has blue berries. (Eleanor's favorite) and the other has nothing. The blue berries waffles can be eaten by humans, the normal ones not so much. They are filled with ground up metals such as: steel, copper, tin, and other metals. Necrofriggians, especially as children, need a lot of metals in their diet due to their wings. While they look like normal moth wings, they are actually tougher than steel and this is achieved by the eating's of metal. They can eat other foods but make sure to give them small dosages of the metals, they are in the cabinets near the fridge. Amounts included... Also feel free to use anything in my room. You can use the kitchen and I really don't think Ruby can cook anything other than cookies... This next part is for Ruby, if she is there..."_

Jaune blinks and looks at the room with his mouth opened. He waves Ruby over and she zips up to him. He hands her the note before making his way to the children. The red themed reaper looks at him before looking at the note. (**Authors note: Srry about the long note...**)

_" Hey there Ruby...This part of the letter is especially for you. I have noticed something while watching everybody fight in Miss Goodwitches class. Everybody has some sort close quarters and distance weapon. You have a scythe that acts as a sniper, Yang has gauntlets that fire shotgun shells, Nora has a freaking war hammer that fires pink grenades. All except Jaune... I respect his drive to be a knight in shining armor but he can't charge at his enemies with a sword and shield all the time. It worries me to see one of my friends be so out of place and I wish to help remedy that. I've never used such words out loud, so I hope they are correct. I would like you to take Jaune to a weapons store, and let him try some common weaponry. You're the weapons expert and so, I'll leave the pickings to you but it might be a good idea to start from the bottom: pistols, auto-pistols, carbines, rifles, ect, ect. If you can, write down how he handles each class of weapons. If he finds something he really likes, buy it with the card I gave and buy plenty of ammo for it. Get you some as well. I know that there is some high grade ammo that you want._

_With all luck, and hopes..._

_Ben E. K. Tennyson."_

Ruby turns around and looks at Jaune for a few seconds before nodding her head. She lays the note down and returns to Jaune and the little ones. He looks at her and she looks at him before he says. "So...What's next?"

"Breakfast. They must be hungry." Ruby says and walks over to the fridge. Jaune shrugs and follows her. The little ones and Eleanor look at the duo and look at each other. Eleanor makes a huffy face and the others copy her, though that disappears at the smell of reheating pancakes,

_Onto lunch!_

To say Jaune and Ruby were pleasantly surprised, would be an understatement. The little ones at first had been quite a handful. Flying around, phasing through class rooms, and even freezing some objects, though they were quickly thawed. But as time passed, they calmed down an returned to their semi-normal states. They were noticeably saddened, due to the drooped wings and Eleanor's flattened ears. Who knew, Ben could make children attach to him in only a few days, in Eleanor's case. The children were flying around the cafeteria, playing with themselves and the other students. Many of them didn't mind, and some even joined in.

Jaune and Ruby relaxed with their lunches and both breathe a sigh of relief. The others chuckled and returned to their foods, and other things. One of the Necrofriggians flies above them and twills in distress at the group. Ruby and Jaune's heads snap so fast, many thought their necks had broken. Cardin Winchester was laughing and pulling on little Eleanor's ears. The look that crossed Jaunes and Ruby's faces brought fear into all who saw it. Jaunes eyes were overshadowed by his hair but 1 single, icy blue eye stared at Cardin and many swore that tentacles were swirling behind him. Ruby had already pulled our Crescent Rose, and was pulling the bolt back with narrowed eyes.

Cardin shivers a little and ignores the cry from the Faunus girl at his feet. His team mates were at the side, looking uneasy and almost disgusted at what he was doing to the kid. He turns around and his brown orbs catch Jaunes and Ruby's stances and glares. He lessens his grip allowing young Eleanor to grab something from her pocket. A quick flash and a loud 'ZZZZAAAAPPPP' is heard and Cardin falls down, smoke rolling off him. Eleanor is looking at him, a taser larger than her hand crackling with electricity. She huffs the small tears away and kicks his body saying.

"Meanie!"

She turns around and walks toward the group. Jaune and Ruby are back to normal and stare in surprise at Eleanor. They look at her and smile when no lasting damage could be seen. Eleanor grins, her gap causing the smile to look goofy, and returns the high five Yang raises. The two appointed baby sitters look at each other and smile. This might not be so hard after all... They would regret that later.

_Forward time skip. With Ben..._

Ben groans and rolls over. The fires embers were still cracking and hadn't lost their flame. He sits up, hissing as his bones pop and moan back into place, and looks around the cave. Caroline was snoring happily, Klaus held in her hand, his zipper mouth slightly open. He stands up and walks toward the entrance. A thin layer of dew covers the area and the sun was in its early stages or rising. His green orbs scan the area for Grimm and he nods in acceptance before moving to the Tenn-Speed. He wipes the dew away from the seat and starts the engine. It roars to life and he smiles at the sound and he takes a breath of air.

"Let's get this day started." Ben says with a small grin before it disappears completely. He yawns and starts to shuffle his way back to the cave. Ben is happy when he first gets up but then he becomes tired and wants to sleep again. He rubs his eyes and turns toward the cave. He blinks his emerald eyes and listens. He hears some furious hissing, and growling and it's coming from inside the cave. He dashes forward hand on the Omnitrix and he looks around the cave and face faults. Caroline was gritting her teeth as her secondary arms held Klaus, and her main arms were in his mouth trying to find something. Klaus, in his small defense, was biting her and hissing but it wasn't doing anything.

Ben stares at the scene for a few seconds before slowly pulling out his scroll. He pulls out the camera and snaps a quick picture. The noise stops Caroline and Klaus, and they look at him. Caroline drops Klaus and bounds over to him. She hugs him, inadvertently pressing her breasts into his face, and picks him up. Our heroes eyes widen and his faces reddens before being let go. Caroline's stomach growls and Ben chuckles before walking over to Klaus. The bag was grumpily hissing at Caroline and Ben picks him up.

"Come on, Klaus. She was just looking for a sandwich. Can we please have some?"

Klaus huffs and zips his mouth. Ben tilts his head and gives a knowing smile. Before long Klaus was vomiting sandwiches, which were quickly ate by Caroline, and Klaus had attached himself to Bens grabs 2 of the sandwiches and starts to eat one. He finishes the first one before throwing the other to Caroline, in which much like a dog, catches it with her teeth with a growl and eats it whole. Bens stare makes her blush in embarrassment and rub the back of her head. Our hero grabs his bag and starts to pull it toward the Tenn-speed and Caroline follows. He throws the bag in before getting the driver's seat. Ben pushes a button and the bike stretches and another seat pops up.

He pats the seat and Caroline cautiously gets in. The bike scans the 2, causing Caroline to hiss and grabs Bens seat. Ben chuckles before saying.

"If that scares ya. Wait till you see what's next..." He pushes the start button and the bike roars to life and transforms to its air form. Ben pulls the steering wheel toward him and his mouth turns upward as Caroline's scared hisses reach his ears. With the bike in the air, Ben pushes forward and takes off into the skies. The island comes into full view and Ben whistles lowly before touching the shaking hand holding onto his seat.

"Open your eyes, Caroline. Your about to leave your home and see it for the first time, completely." Ben says turning the bike sideways for a better angle. Caroline despite her fears, opens her eyes. They twinkle and she gasps at the sight. With the morning rain, the entire island was sparkling under the morning sun. Birds squawked and took flight, waves crashed and moved with the sea, an the clouds lazed about. Ben smiles a little before pushing a button. Two seat belts shoot out from their seats and cross in an 'X' fashions before yanking them into the seats. "Get ready for some speed!" Ben yells as he pushes a small button. The Tenn-speed whirs for a few seconds before shooting off faster than before. Caroline's screams and Bens laughter/screams run across the wind. With the island behind them, and a new friends made, the 2 sat off toward the transmission island.

_A few hours later (About 6, with rest stops.)_

Ben covers his eyes as wind rushes past them. The wind had been picking up and for some reason, Ben had an eerie feeling in his gut. Caroline was behind him, snoozing, and Klaus was in her hands trying and failing to stay warm. Ben pushes through a cloud, the moisture sticking to his clothes, and grimaces as another gale pushes him around. Another cloud passes over his head and he blinks his eyes as they were assaulted by the cool wind. He looks around before tapping the Tenn-speeds display. A map pops up and the island his position was shown. The map said he was over the island and Ben frowns before hitting the display. The screen flickers before saying the same thing.

He looks forward and sees a dark shadow in the distance. As he pulls closer, the shadow comes into view and he blinks. The island finally greets his vision and Ben lets out a 'woop' that wakes up Caroline. She leans forward and her eyes brighten at the sight of the island. Ben raises a 'high five' and Caroline gives him one. Klaus jumps forward lands on the dashboard. As the island became closer, the smiles disappear into small frowns. Grey clouds surround the island, mountains jut from the islands surface, and trees rock back and forth as the winds push and pull them. Ben starts to descend and before long leaves are being thrown upward as the Tenn-speeds rotors churn up the top of the trees.

Ben pulls up the map and scans the area for the transmission. Nothing comes up and Ben growls a little before looking around. He flies around the tree tops before something grips his mind. It felt instinctual, a small tugging in his mind goading him to follow it's wishes, and it pulsed and squirmed. He grabs his head and shakes it but decides to follow this feeling. He turns the Tenn-speed and pushes the throttle down and watches as trees pass and disappear. Caroline was looking into the forest and her noises of awe and excitement cause Ben to smile through the strange feeling. Klaus was strangely still and his buttons eyes almost seemed scared. Trees start to clear and Ben looks down at the large man made road. It couldn't be natural due to the width and flat ground.

He descends close to the ground and pushes a button causing the rotors to come back together into wheels. The wheels make contact with the ground before changing form. The wheels are quickly covered in armor plates that jut out like knives. The metal moves almost like it was alive and the middle part of the tires spin wildly, the sharp ends tearing through the ground, and giving better traction. (Imagine the shredding devices in the Battleship movie but make them smaller and on a bike.) Ben winces as the strange feeling disappears as he drives down the road and says.

"Sorry about that. Lost myself for a bit there. Prepare for anything."

Caroline gives him a worried look and Ben smiles at her, for reassurance. He focuses on driving but he thinks. '_I should be reassuring myself. I lost control of my thoughts for some odd reason. It felt almost natural in how it happened but what in the hell is in this direction?'_

He blinks his eyes as some damaged trees pass his vision. He looks around at some of them and frowns. Many of them have claw marks and bullet holes, some even have dried blood splattered across them. He looks forward and slams on the brakes. Caroline screams a little as the tires shred into the dirt and Ben pushes harder. The bike stops and Ben lets out a breath he was holding. Klaus chitter angrily at him from his upside down position and Ben says.

"Sorry Klaus, Caroline. But we didn't need to hit that."

The 2 make questioning sounds and Ben takes off his seat belt and steps out of the bike. His rider gear disappears, Caroline follows, and Klaus attaches to Bens side. The sight Ben, Caroline, and Klaus was seeing was quite frightening. Standing at least 20 feet tall was a solid concrete wall. The concrete had moss growing on it, painting the cold grey stone green, and pieces were eroding into dust. Ben looks at it and walks up to it saying.

"Who built this?"

He touches it and grimaces as the feeling comes back again and comes back with a vengeance. He grabs his head and he feels his eyes dilate and widen rapidly for a few seconds before the feeling disappears. To Ben, the feeling felt like despair, pain, happiness, and somehow unnatural. He looks at the wall and backs up a few steps. The wall was surrounded in a thin black veil and Ben couldn't pin point what it was made off. Caroline's cry breaks him of his viewing and he turns around. Further down the wall, she was waving at him and she seemed almost scared. He jogs up to her and asks. "What's wrong..."

He tapers off and his eyes widen at the sight in front of him. A giant wooden gate allows entrance, and it creaks and groans as the wind pushes against its mighty frame. Ben gulps and looks at Caroline. She looks back, her violet eyes twinkling a little, and then they put there hands on the door. They both push and even with Caroline's extra arms the gate doesn't budge. They back off for a few seconds and tries again, and the door creaks and heaves as the two push it open. After the gate was open enough for the two of them to fit, Ben drops to the ground and pants. The gate was heavier than thought, but it was open even if his arms were crying out in pain. He stands up and looks at the gate and then to Caroline.

She was looking at the gate and jumps when Ben says. "Let's see what's on the other side..." She looks at him, and could see the worry underneath his green eyes. With resolute nods they step through the gate, and gasp at the scene. Old buildings line a paved street, covered in holes, scratches, and cars, rusting away, block the streets. Nature had begun its course and weeds sprout from any and all cracks. To Ben, it looked like an early settlement when cars had first made their appearance. Only one sentence could describe what Ben was feeling.

"A creepy, decrypt, ghost town. That feels like a graveyard...Great."

Ben starts walking down the abandoned streets and looks at some of the shops. One had a cupcake on the roof, a bakery. Another had tools lining the now cracked window, and one even had toys in it. Many of the goods were rotting or destroyed but remnants of the town still remained. A whirling, and whining noise catches Bens attention and he looks at the Omnitrix. It was flashing between green and grey before settling on grey. Ben taps it, hoping for a response, but nothing happens. He tries again and grits his teeth when nothing happens. Klaus was oddly silent during this time and it brought worry to Bens mind.

Lightning flashes, causing both Ben and Caroline to jump. Ben whips around and stares at the dark clouds as the roll above the abandoned town. A gale of wind blows Ben backwards and he rights himself before turning around. Lightning flashes again and then Bens vision goes grey. He blinks trying to get color but what he finds, is strange silhouettes. Human shaped shadows stand on the streets, in the windows, and he could even see some through walls. He jolts back with a 'woah' and bumps into a rusted car. He grabs it to steady himself and feels Caroline come up behind him, scared of the storm.

Rain soon starts to fall and the shadows, momentarily forgotten, disappear from Ben's sight. Ben starts jogging toward an old decrepit building and pushes open the door. Caroline rushes through and shakes off some of the excess water before looking around. Ben joins her and moves around a hole in the ceiling before his thoughts go to the shadows.

_'What in the hell were those things? I really hope I'm not going crazy and that those things are just figments of my imagination.'_

Lightning flashes and thunder roars and Ben gets a glimpse at what building they was in. It looked like an old consignment shop, due to the random objects in the floor and on the shelves. Klaus finally makes a noise and it was unzipping his mouth and spitting out a flashlight. Ben grabs it and says a quick 'thanks' before powering it. The beam of light illuminates a pile of glass and Ben pans the room. Caroline was looking at some old jackets in the corner of the store and was picking through them in fascination. Our hero walks up to her, and looks at the pile. Most of it seemed made of a leather like material, and some were fur coats.

"Nothing to help against the rain..." Ben says and Caroline looks at him in surprise. Klaus makes a few chittering and Ben looks at him before jumping in fright when a light flickers on in a closet near their area. Ben whips the flashlight toward the closet and walks closer. He gets to closet and looks around for the source of power but what he does find is a large hole in the wall. Caroline pops up near his flashlight, surprising Ben. _'She can be sneaky...' _Ben thinks when Caroline walks through the hole. He follows and looks around at the new building. Metal clinking catches his attention and he looks down, the flashlight showing something Ben didn't want to see. Spent bullet casings litter the floor, and the little amount of light coming through some crackled windows show claws marks and some teeth.

He gulps and pans the room. Caroline was near what appeared to be, a makeshift barricade. He walks over to it and prods a few bullet holes, and steps back. A dry crack makes him stop and he moves the flashlight down. He had just stood on a green and white bone. He traces the bone up the long arm and comes to the still grinning face of a human skull. He stumbles back and trips, the flashlight rolling from his grasp showing the skeleton in full detail. Cloth covers the legs, arms, and rusted armor is covering the chest. The armor was punctured by 3 large holes, which were twisted in an odd fashion. Ben's labored breathing brings Caroline to him and she grabs him in a small hug. Bens green eyes were wide with confusion, and some fear. He wasn't scared of the skeleton, but what he was scared off was the human shadow standing next to it.

It had no features, except the human shape, and no sounds were made from it. Ben stands up and grabs the flashlight, pointing it at the shadow. It doesn't move but it seems to waver a little. Ben pulls up the Omnitrix and taps it, only for it to be still powered down. He curses and focuses on the shadow. His breathing calms down and the feeling returns but much gentler than before. It was urging him toward the shadow and Ben decides to listen to it. He takes a few steps toward it, and he says.

"You scared me, but haven't attacked or anything. So, please don't haunt me or anything."

He reaches his hand forward and closes the distance slowly. His finger gets closer and closer until it was about an inch away when an old voice stops him. "I would be careful when doing that, young Ben."

Our hero spins his head around and looks at the immortal time traveler known as Paradox. He pulls his hand away and says.

"Paradox! Do you know what these things are and why my brain is saying to touch it."

Paradox smiles and walks up to the shadow before touching it. Nothing happens except for a small ripple in the shadow. "I know what these things are..." Paradox says in a...sad tone? Ben is surprised at the tone. Paradox is normally fun, teasing, and sometimes serious but never sad. Ben takes a breath and says once more but more cautiously.

"Paradox, what is that thing..."

"This young Ben is the shadow of a once living human. This is what happens when a beings natural life force doesn't return to the planet and wonders where it died. They exist outside of normal space and time, never knowing if they are alive or dead. A beings soul, if wanted to be called that. A horrible experience, indeed." The immortal time traveler says with a tone of sadness and pity. Ben looks at the shadow and in his mind, the knowledge is being questioned.

_'A shadow? Knowing if their dead or alive? A person's soul? What's happening here?!'_

"What do you mean Paradox?" Ben asks with his voice shaking slightly. Caroline was next to Paradox, poking him and prodding his coat and metal hand. Paradox hands her a gumdrop before explaining.

"Every being in this universe and other universes have mana, except for a few species, and this connects them to their home planet. Each and every planet has the ability to absorb mana and reuse it for new life. A natural cycle if you will. Now, in certain cases the mana doesn't return to the planet to be reused, and stays near their physicals bodies death. The mana holds memories, thoughts, dreams, ambitions, and many others and it manifests in the natural world, as shadows. Very few beings can see them, and even less can touch them, without death. Now, this can happen when a shadow is confused or the shadow has a personal mission. The shadows in this area, stay here due to their inability to enter the planets natural stream."

Ben looks at Paradox in shock and looks at the shadow in shock. Natural cycle of mana? Inability to join the planets stream? His entire world had just been expanded. Ben tries to form words but nothing but garbled mess comes out. He tries again and asks.

"T-t-then why can I see them?"

Paradox smiles and his glove lights up in a myriad of colors. A hologram of an Anodite pops up and Paradox explains. "Anodites have the natural ability to harness mana around them and see these shadows. Some can even touch them and relive memories but most can't. But the ability to see them comes with time. Not all Anodites can see them. Young Gwendolyn can't."

"I can see them due to my Anodite heritage?" Ben asks curiously. Paradox smiles and nods before looking at the shadow. It seems to fade away and Ben looks on with shock as small black orbs disappear. Paradox answers Bens question.

"That is correct. While your Anodite heritage didn't manifest in the control of mana, like Gwendolyn's, it did manifest in the ability to see and touch shadows and other things."

Ben just stares at Paradox for a few seconds before looking at the shadow once more. It was waving slightly and a wind blows through the old store, carrying with it a cold wind. Ben shivers a little, and Caroline hugs him to share the warmth. The shadow moves and Ben jumps back a few steps, causing Paradox to chuckle. Ben watches as the shadow walks out of the flashlight. He follows the shadow, by a hunch, and watches as it walks toward an old wooden crate. It stopped next to it and points to it before fading away like dust on the wind. Whispers follow it, and Ben could make out '_warmth'_ and _'coats'__. _Caroline walks over to the crate and grabs the lid. With great strength, she pops the lid off and looks at its contents. Dark green military jackets line the crate and Caroline picks one up, and plays with it in her hands.

Ben watches as Caroline nuzzles it and wraps it around her shoulders. She seemed content with the jacket and our green eyes hero turns to Paradox. The time traveler decided to elaborate. "He saw that you were cold, and gave you something they will never need. By the feeling of the air, another storm is coming. Follow your instincts Benjamin, and you might be surprised at what you find."

The time traveler disappears in one of his portals and Ben turns his attention to Caroline. She was taking out a few jackets and was folding them, somewhat, neatly. He jogs over, careful of the shadows skeleton, and grabs one. It was an olive green, with 2 top pockets, and 2 deep bottom pockets. He takes off his hoodie and slips on the jacket. It smelled but was much warmer than his hoodie. He adjusts it to fit and does the same for Caroline. He looks down for Klaus and blinks at the bags disappearance. He hears some slurping noises and looks at the folded jackets. Klaus was eating them and storing them in his body for later use. He eats Ben's hoodie before reattaching to Bens side and snuggling into the warm jacket. Our hero and Caroline walk over to the skeleton and before passing Ben whispers.

"Thanks."

He could've sworn he heard a '_you're welcome'_ before they made their way out of the shop. He closes the door behind him and looks at the sky. Dark clouds were still passing above him and many looked ready to deliver their wet payload. He waves to Caroline, who was looking at a destroyed car, and starts walking down the nature ridden streets. He looks around and steps over a decent sized crater before stopping. He turns his head to the left and right, the feeling returning, and stops at what was once a, by the looking of it, troop transport. He looks at the rusted front and moves his way to the back. It vaguely reminded him of some Earth military transports but much more grey. The back was covered in a sheet and a tail gate. Ben grabs the tail gate and hoists himself onto the bumper. He moves the sheet away and peers into the dark bed. Caroline joins him, though she didn't need to hoist herself up to see into it. Ben sees movement in the back of his eye and turns on the flashlight.

A shadow was in front of him and before he could react, it grabbed his hand. Ben could say one thing about the experience. It felt like something was burrowing into his brain, and dark black lines seep into his vision. For some strange reason ,the feeling had returned and was whispering in his ears.

_'It's okay. Let this happen and let it change our perspective.'_

He hears Caroline screech in alarm and his body hit the ground before his vision fads to black.

_Within the shadow_

_Ben doesn't feel anything. He feels nothing, hears nothing, tastes nothing, and sees nothing. The inky blackness was all encompassing and Ben couldn't tell what was up or down. Sound penetrates the blackness and it oddly sounded like...an engine? He looks around for the noise and a bright light feels his vision. He grunts in pain and watches as the light disappears. He was in the back of the troop transport. Other soldiers were around, tinkering with rifles, sharpening blades, and or snoozing. Their old uniforms were clearly made for warfare. The metal arm guards, the magazine belts, and some of the primitive explosives lined their waists. Not a lot of armor, Ben could say. A pair of hands move into Bens vision and his first thought was 'I didn't move my arms?' before a rifle appears in the hand. _

_It was a beautiful rifle, if Ben could say he knew rifles. The rifle was quite long, and it easily dwarfed the hands who grasped it. Cold back steel was used for its barrel and the sights were a dark green crystal. The hands move the rifle until the bottom and stock was seen. Ivory wood made up the under carriage, and the stock was thick and rectangular. The hands lifts the rifle a little before pulling out a small clip. Ben recognized the style of clip due to the video games he plays. It was reminiscent to the M1 Garand from his worlds World War 2... The hands pushed the clip into a small square indention at the top and Ben could hear it clink in satisfaction._

_A voice causes the hands to stop messing with the rifle. The voice was young, childish, and somewhat calming. _

_"Hey Altair...Where in Remnant did you get your rifle?" Ben blinks at the name. He nods after a few seconds. At least he knows the name of whose past he was viewing. The vision turns to the left and Ben looks at the young man. He was young, probably fresh out of school, and his blue eyes twinkled in the barely lit transport. The rifle he was using was made of cold metal, and seemed to be a slow firing weapon. The now named, Altair moves the rifle so that it was square against his shoulder before answering. "I found it buried in the woods. It was in bad shape when I found it and looked completely different. When I touched it, it changed into the weapon you see now."_

_The voice of Altair surprised Ben. He sounded much like a poet, deep and baritone, but a hint of aloofness. The vision turns and Ben bursts out laughing at the incredulous face, he was seeing from the young man. He feels Altair chuckle before the vision moves toward the front of the transport. Wind blows the flaps and sunlight filters through it giving the ride some light. The young man talks once more._

_"Do you think we will see combat?"_

_"Let's hope not. Let's hope not.." Altair drawls a little before looking around. Ben stares for a few seconds before an almost sense of dread takes him over. He almost cries out in warning before the transport is hit from the side. The metal is slashed as large white claws tears through the metal and through a couple of soldiers. The transport it thrown on its side and the vision was covered in blood and the screams of soldiers makes Ben cover his ears. The screaming 2 ton of metal stops and the vision clears up. Metal was torn to pieces, a view soldiers were groaning, and the dead soldiers were bleeding quite profusely. Altair gets up from his downed position and looks for his rifle. He finds it and stumbles out of the destroyed transport. Bright sunlight blinds him and Ben and the reason for the crash makes it self-clear._

_People were screaming and running away. Soldiers were charging toward a growing black mass with red eyes and bone armor. One soldier hiding behind a car answers both of their questions._

_"GRIMM!"_

_Altair stumbles forward a few feet before nausea takes its toll. He looks behind him, and stares in shock. An Ursa was dead, decomposing, and the frightened soldier who killed it was shaking. The Ursa probably tackled the transport. Ben looks on in shock and fright as the soldier stares forward and tries to move his legs. A Beowulf leaps from an adjacent roof and its claws rips through the soldier's armor. It growled at the dying soldier and opened its mouth. Altair finally makes a move and aims his rifle. The green sight lines up albeit shakily to the Beowulfs head and he fires. The round misses but catches the beast's attention. It drops the soldier and Altair fires again. It hits and the round breaks the bone mask but doesn't puncture flesh. The wolf charges at Altair and lungs at him. The rifle kicks once more and the round firmly tears through flesh and bone of the wolfs head. The large black body sails through the ground, its momentum carrying it into a car. _

_Altair stands up and looks at the dead soldier and Ben could feel the regret roll of Altair. The vision shifts and the black mass of Grimm was pushing and winning against the soldiers. One runs past Altair but stops to pull him to his feet. The soldier starts running once more and a resounding voice sounds._

_"Retreat!"_

_Ben doesn't know what came over Altair but the man ran like a Kinceleran. The last vision was of soldiers running and pot shooting behind them. Ben's vision is quickly covered in thick black lines and the vision shuts off._

_Back to the real world._

Ben feels the cold ground underneath him. He feels Caroline shaking him. He feels the shadow staring at him and he hears Caroline's frantic cries. His eyes open to the dark skies, and his body starts up once more. The gripping cold that had engulfed his body disappears and he shivers. His eyes dart back and forth before landing on the shadow. It was still standing near the transport. Ben hastily gets up and jumps when Caroline picks him up in a hug. He looks at her tear stained violet eyes and pats her arm in reassurance. Her four arms were twitching in fear. She puts him down and feels some small struggling on his waist. Klaus was chittering angrily at the shadow and Ben pats his head. Klaus looks at the hand and huffs before chittering at Ben in worry.

"I'm fine Klaus, Caroline. Just a little shaken up." Ben says to rest their worries. He looks at the shadow and watches as it steps off of the transport. It walks in the direction that soldiers had retreated and stops. It turns around and if it head a face, would be giving Ben a 'are you coming or not?' look. Ben gulps and shakily points at the shadow.

"I think he wants us to follow him..."

Caroline and Klaus make arguing noises but Ben ignores them. He takes a few steps forward and the shadow starts walking away. Ben looks at Caroline and down at Klaus, before following the shadow of Altair. Caroline twiddles her fingers in nervousness before jogging up to Ben. She grabs his shoulder and Ben doesn't want her to. He needs just as much reassurance as they do.

_A few minutes later._

Ben walks around another destroyed transport and looks at Altair's shadow. It hadn't stopped moving sense the first meeting and Ben couldn't figure out where they were going. Caroline was behind him, her nose in the air, sniffing for something. The shadow takes a turn around a corner and Ben turns the corner as well. At the end of the street was what appeared to be a mountain. The street extended into a tunnel that burrowed into the mountain. Altair's shadow pushes forward and lightning flashes above the group. Caroline jumps and Ben feels rain drops hit his head. He and Caroline start running toward the tunnel and passes Altair's shadow. They enter the man-made tunnel and turn around, looking for Altair's shadow. It was nowhere to be seen and Ben jumps when a cold wind blows past him. Altair's shadow was near the end of the tunnel and was waiting patiently.

Ben rubs his eyes in shock before looking at the equally shocked Caroline. Klaus was glaring at the shadow and it didn't seem to care. The shadow of Altair straightens and walks toward a large hole in the tunnel. It walks down the tunnel leaving Ben and Caroline in the dark tunnel.

"You have got to be kidding me..." Ben mumbles to himself as he looks at the hole. It was just large enough for a full gown man to fit in, barely tall enough for Caroline. He looks at the four armed girl behind him and she looks at him with uncertainty. He shrugs and walks down the hastily made hole, Caroline bending down to follow him. The tunnel was dark and Ben pulls out the flashlight and clicks it on. The tunnels yellow dirt walls were supported by wooden struts and black wiring lined them. Lights hung above their heads and Caroline hisses when one hits her head. A groaning noise shocks them and Ben pulls up the Omnitrix. The noise stops and the lights flicker on. They were dull but provided some warmth. Our hero shrugs and pushes forward careful of any low hanging lights. An exit quickly approaches and Ben picks up his pace. He winces as a much brighter light covers his eyes. He blinks the light away and gasps in awe at the sight.

Caroline pushes through the small exit and grumbles to herself. Ben was staring at the large area they were in. It looked like a cavern that was quickly outfitted for a last stand. Rocks cover _the ground in all sizes and stalactites' jut from the ceiling. Ben looks for the shadow and finds_ him, next to a skeleton. Ben carefully walks to the shadow, mindful of the wet rocks and looks at the skeleton. It had the same armor as last time but 1 thing stood out. Altair's rifle were in its hands tightly grasped. Ben gasps and walks toward the skeleton. The rags that covered it stunk of decay and they pale white bones seemed to emit a miasma of blackness. Altair's shadow was standing next to the skeleton. Ben looks at it and flinches when it moves forward. The shadow had its hand outstretched toward Ben, in a choice 'take it or leave it'. Ben takes a small gulp and weighs his options.

He smacks his head once and walks to the shadow. Caroline grabs his shoulder and vocalizes her protest. Ben pats her on the arm and pushes his hand forward and hovers above Altair's shadows. He looks at the black misty hand and grabs it. The only thing he could say was "Awwww man..." Before his vision fades to black and the inky black greets him with a mighty hello.

_Back into Altairs memories_

_Ben grabs his stomach as he twirls around for a few seconds. He stops and rights himself before looking at the soundless black area. The screen returns and static fills it for a few seconds before lifting. Buildings rush past Altairs sight and soldiers tripping and stopping become frequent. A few of the soldiers stop and turn around, their rifles sending hot lead toward the growing Grimm mass. The screams of those left behind shake Altair to the core, if the shaking was any indication. A turn comes up and Altair slides around and is quickly joined by others. The familiar tunnel is seen and civilians are being pushed into a makeshift tunnel that leads deeper into the mountain. Ben recognizes the young man from before and he waving for Altair to 'hurry up'_

_Altair speeds up and before long he was vaulting over some cement bags and the young man was grinning at him. Altair raises his rifle and looks at the closing black mass. It was growling, hissing, and the red eyes seemed limitless. The white armor gleamed off the sun and gave the beasts an almost warrior like feel. The rifle kicks and the rounds soar into the black mass. A few hit and a small Beowulf drops to the ground and dissipates. Other soldiers are firing into the mass, their slow firing rifles spitting hot casing everywhere. A soldier roars out, his voice carrying over the tunnels walls. _

"_All soldiers retreat into the hole!"_

_Various 'yes sirs' are heard and the young man nudges Altairs shoulder. Ben watches as Altair and the young man pass the one, who ordered to retreat. He had a few soldiers beside him and their faces were set in grim acceptance. The tunnel was more maintained if Ben could say anything, but the lights flickered and popped as the ground shook. The sounds of fighting come from the tunnel and the soldiers pick up their pace. Altair trips when the ground shakes much more violently than before. The young man catches him and pushes him forward. The come to a bright ending and Altairs surprisingly large hand covers the vision. Ben grumbles in disappointment before the vision clears up. It was the cavern, and it looked far different. No boulders covered its floors, the stalagmites weren't as big, and the other tunnel was defiantly new. A few soldiers were pushing the last remaining civilians through another tunnel and the civilians were screaming and crying, their faces wet with tear and the dropping water. Altair looks around and notices all the small green dots surrounding the tunnel entrances. As the final civilian was pushed into the hole, a soldier walked up._

_He was much bulkier than the others and his armor seemed more rounded off. The rifle he was holding looked positively babyish in his hands and his helmet was round with three horizontal slits. He began to speak, his voice much lighter than his size belayed. "We're going to blow the tunnel entrances with some of the new dust explosives. The stuff is quite reactive. We need any and all able bodied soldiers to follow the civilians. Just in case this doesn't work."_

_The young man nods and starts walking to the other tunnel. Altair doesn't move and Ben watches as he lays his hand out palm facing upward. The large soldier looks at it and says. "No." Altair doesn't budge and the soldier shakes his helmeted head. The young man walks back confusion on his face and grimaces as gunshots come from the first tunnel. Altair speaks._

"_You need any and all able bodied soldiers right? Then hand me the detonator then you and boyo over there can get a move on. I'm a grunt. Nothing more, nothing less and this allows you an explosive expert, if the emblem says anything."_

_The young man and the bulky soldier stare at Altair and Ben feels Altair tighten in fear. The larger soldier slumps and asks. "What's your guy's names?"_

"_Altair. Altair Clark. 43rd infantry battalion. Marksman."_

_The young man seems to beam as he says his name. " Jake. Jake Bruden. 43rd infantry battalion. Infantry." The bulky soldier nods at the names and shakes their hands. His large hand engulfs Jake and Altairs hands easily and he straightens his back, rising to his full height. The light voice doesn't carry far but Ben could hear it._

"_Ivan. Ivan Trutar. 58th demolition battalion. Demolition."_

_Ben blinks at the odd names but shrugs. Different universe, different names. The silence that follows the introductions make Ben a little uncomfortable and he is about to say something when Altair makes his trip. _

"_Your voice really doesn't match your size." Altair says and you could hear the tension be broken from that one line. Ivan nods and pulls out the detonator. It was a small grey box, with a two green buttons on it. Altair grabs it and nods toward Ivan and Jake. They nod back at him and with small salute, they walk toward the exit tunnel. He hears a 'goodbye' come from behind him and he raises his hand in a fist. Altair knows he's getting a fist back, and returns to looking at the entrance tunnel. The soldiers guarding it had rushed in to give more time, and they hadn't come back. Altair raises the detonator and looks at the buttons. They were labeled 'entrance' and 'exit' respectively. He raises his thumb and presses the 'exit' button. Nothing happens before hot wind and flames rush past Altair causing him to drop to the ground to avoid the blast. The flames tickle Altair and Ben winces from the heat. He can turn into a living star and yet that caused him to flinch? Ben sighs and blinks at the face that stares back at him. Altair was looking into a puddle that had formed from the dripping rocks. Ben finally had a look at Altairs face._

_He had black hair, cut into a shirt fashion to accommodate his helmet, his cheeks were bony but not too thin, his jaw was pointed and his eyes were a gentle brown. All in all, Altair was an average man. The face doesn't stay long as growls cause Altair to grab his fallen rifle and aim it at the entrance tunnel. A pair of red eyes peer from the darkness and Altair steady's his breath. A black blur shoots out of the tunnel and Altairs rifle roars as he pulls the trigger. The first shot hit the Beowulf's arm causing it to stumble, the second shot hits its lower thigh and it growls at him. The third and fourth go through its head and the body slumps. Altairs deep chuckle echoes and Ben smiles at how easy it was to kill the Grimm. Various growls cause Altair to jump and look at the tunnel. Red eyes stare at him and a cold wind blows through. Altair ejects the half full clip and puts in a fresh one before aiming down his sights. What he said makes Ben smile._

"_Come at me, you demon spawns."_

_They do exactly as told. The tunnel bursts like a dam and Grimm charge at him. He pulls the trigger and watches as one Beowulf falls and another tramples its body. He keeps shooting until the familiar 'ping' makes him reload. The Grimm were gaining ground though. The rocks were slick and the lights were making Altairs job easier. He never noticed the straggler go far left instead of going down the middle. His rifle pings and ejects the clip, and Altair reaches for a new one. He puts it in and aims once more. He never gets to fire, when the straggler tackles him from his left. Ben leans forward as he sees Altair cough blood as he flies towards a stone wall. He hits and the sickening crack vibrates the room and Ben flinches. Altair was bleeding, and he was bleeding badly. The Beowulf that tackled him howls and charges at him. It never gets far as Altair fires one round through its unprotected head._

_Altair drops his rifle and grabs his side as his blood runs profusely. He looks at the wound and smiles grimly. The Beowulf had a spike in its shoulder and now it was lodged in Altairs stomach. Ben puts his hand over his mouth as Altair says. "End of the road... Heh... Done in by a pup and not an adult..."_

_He coughs blood and grabs his rifle and lays it in his lap. Stroking it like an old pet. He pats its cold wood and pulls out the detonator. He hovers his thumb over the last button and starts singing._

"_Today is my last. Today is my death. Today is my end. Yesterday has passed and yet Tomorrow shall never come, since it's Today again. Today, I made friends. Today, I met death. And I bared my teeth and watched as he was pushed. Today is my final and Today, I get to rest. Rest my sorrows, my dreams, rest my tired, tired body. Today is my release and Today... I become a savior..."_

_The Grimm charge through the tunnel and Alatir waits until he feels the heats from their breath and pushes the button. A high pitched ring causes the Grimm to stop and look around in confusion. They try to escape but the bombs were faster. As they hit their end, and the Dust within them ignite, Altairs looks at his rifle. _

"_You were a good friend. Someone will find you and make good use of you. I will make sure of it." Altairs says with his final smile as the flames encompass his body, killing him. The rifle never uttered a sound but to Ben, who was watching, it was crying. The vision shuts off and Ben was floating within the black void. He was looking down toward his feet and he looks up. His green eyes were shiny and looked as if he was holding back tears and he looks around and takes a deep breath. _

_End vision_

The black void disappears and he feels soft fabric under his head. The black lines within his vision slowly recede and he looks up at the cavern ceiling. He looks around and blinks at the gray material he was laying on. He is quickly grabbed in a hug by Caroline, whom he was laying on. Klaus makes a few happy chitters and Ben looks around, the coldness in his body dissipating. The cavern walls were the exact same and Ben tries to stand. He wobbles for a few seconds and he says. "Woah..." Caroline rights him and hugs him once more. He pats her upper arms and pries off her lower ones before looking for the shadow. He finds it standing next to its physical body. It was looking at and the rifle tucked in its hands. The shadow of Altair looks at Ben and Ben decides to do something. He claps his feet together and tries to do a military salute. He fails but the message is sent, the shadow seems to vibrate in happiness before doing the same for him.

The shadow bends down and grabs the rifle with its hands. The skeletons bony decayed bones don't release until the shadow touches the skeletons hand. To Bens shock and fear, the skeletons skull moves to the shadow and back to Ben before relinquishing the rifle. The shadow of Altair nods its head and picks up the rifle. It turns around and Ben could feel the happiness roll of it and watches as the shadow hands the rifle toward him. Ben looks at Caroline and then to Klaus. Neither of them were doing anything except staring at the shadow in fear and or intrigue. Ben gulps and grabs the rifle and pulls it toward him. He shoulders it and looks at it. The rifle hadn't aged a day, the green crystal was still glowing and the wood, while dry was still smooth.

"I never fired a rifle before. I was trained to use a blaster but It can't be much different." Ben mumbles to himself. The shadow seems to nod to itself before walking toward a wall. Ben watches it and blinks when the shadow speaks. _'Exit' _and it points to a slightly uneven wall before continuing. '_Take care if that rifle and it shall take care of you.' _Ben smiles at it and does a small bow.

"I will take care of it. And thanks' for what you've shown me."

The shadow nods back at him and seems to fade away into dust. A soft whisper drifts by Bens ears and he smiles at what is said before looking at the rifle. It was quiet and Ben fiddles with it before putting it across his back. The sling was still attached but it was worn and probably couldn't hold up to much. Ben waves Caroline over and they walk over to the exit wall. Ben taps the wall and frowns when he huts his hand from doing it. He pulls up the now green Omnitrix and smiles at its familiar glow. Caroline makes a few questioning sounds and Ben answers.

"Altair said this is the way out. Only problem is that its blocked by a mountain. And I have just the transformation for digging. Come on, Armodrillo!"

He slaps down the Omnitrix and grins when the transformation begins. His bones double in size and his height increase to 10 feet. His muscles expand and thicken before vibrating like a hammer drill. Natural yellow armor covers his skin and organic pistons shoot out of his elbows. His legs shorten and his toes combine into three and another pops out of his back heel. Two large bolts appear in his shoulders and his head is covered in a Greek Corinthian helmet and his mouth is covered. His fingers bulk up and the transformation is complete. Standing in Ben place was what many would call a gladiatorial being. Yellow and black was the main coloration and two large pistons jut out of the beings elbows. The bulky chest of the being makes Caroline 'eep' and Klaus to chuckle at her. The being looks at its three fingered and one thumb hands before saying an in a deep, guttural voice.

"Oh, yeah! Let's get digging as Armodrillo!"

_Omnitrix database_

_Name: Armodrillo_

_Species: Talpaedan_

_Home planet: Terraexcava, Andromeda galaxy_

_Talpaedans are known throughout the Milky way and Andromeda galaxy as the best natural diggers. Many Talpaedans are yellow and or brown in color but shown do come in lighter shades. They are normally quite gentle but can become enraged, if threatened like any other creature. They move through solid rock like a human walks through any, no resistance. This is helped by their organic pneumatic drills and pistons in their elbows. They also have a highly durable armor but it is not indestructible. Their drills also have a combat use, for when they punch an enemy, their pistons give an extra push much like a jackhammer. They can use the natural pistons on their elbows to create shock waves and can cause natural earthquakes by sticking their hands into the ground and using the pistons. They also have enhanced strength and enhanced durability. They do have some glaring weaknesses such as electricity can make them stop moving or even knock them out. It has also been shown that specific technology can make their nervous system go haywire and can't stop vibrating. Talpaedans also have a natural predator, Slamworm._

_Slamworms are a worm like species that prey on Talpaedans and other inhabitants on Terraexcava. They have large spikes surrounding their head and are striped much like a worm. Main coloration's are tan, with whiter and brown stripes. They can burrow just as fast a Talpaedan and can quickly jump out. They can spit a corrosive acid that can melt Talpaedan armor. Their sharp teeth can eat through most rock and have been known to be quite durable. They do have a weakness and that is sharp things getting stuck within their mouth. Ben likes the transformation but hardly if ever gets to dig with it. _

_Omnitrix database end_

Armodrillo walks up to the wall and transforms his hands into drills. He revs them up, smiling at the sensation and looks at Caroline.

"You might want to get behind me or take some cover. This is going to be fun."

He pushes the drills into the rock and watches as the rock breaks and shatters under the pressure and movement of the drills. He leans forward and to Caroline, Armodrillo just walks through the rock as if it was air. She carefully walks behind him, watching as the rock is broken away and eaten by the drills. Armodrillo blinks when his drills hit metal and he stops for a few seconds. He shrugs and drills through the metal careful to angle the sparks away from his eyes and Caroline. With the metal out of the way, he continues digging through the earth. For a few minutes, that is all that happens. Armodrillo digging and Caroline, holding Klaus, walking behind him. Armodrillo blinks and stops before backing away. Caroline stops and peaks around his massive form. Everything looked normal but Armodrillo seemed somehow confused. He had felt some vibrations coming from under them and it wasn't natural.

He stops when the ground starts shaking and rumbling, much like an earthquake. He grabs Caroline and puts her under his form. He feels a few rocks fall from the ceiling and hit his armor. He looks around when the shaking stops and the tunnel he made becomes quiet. He looks down at the confused and scared Caroline. She was holding onto his right arm and Klaus was chittering angrily from his position between his arm and her chest. She looks at him and her face says 'explanation.'

"Felt like a tremor. But didn't feel natural. Felt more like a giant drill or a mining operation and I should know." He explains before standing up. He readies his drills before saying. "Let's get out of here. I really don't want you two in here if it collapses on us."

Caroline nods and makes a few agreeing noises. Klaus jumps from her hands and attaches to Armodrillo's side. The Talpaedan shrugs and starts digging at a much faster pace. Before long, humid air bursts into the tunnel and the sunlight blinds Armodrillo. He covers his eyes and walks forward, feeling the damp grass under his feet. He lets his eyes adjust and sees Caroline move past him. They were in a clearing and the mountain behind them loomed and casted a shadow. The dark clouds were moving away and sunlight pierced them giving the clearing a tranquil look. Caroline 'cooed' and 'awed' at some of the blooming flowers while Armodrillo stuck his hands into the ground. The pistons on his elbows start moving and the ground starts to shake. Caroline stands up and loses her balance, slipping onto her butt. Armodrillo laughs and focuses on the mountain. A loud roar shakes the landscape as the mountain seems to shift and collapse slightly.

The tunnel that Armodrillo had made shakes and Caroline watches as the ceiling starts crumbling and collapsing. Before long the tunnel had collapsed and the only way back to the town sealed. Armodrillo nods in acceptance before taking his hands out of the ground. He looks at Caroline and deadpans at her look. He walks closer and looks at her with a 'what?' expression. She points at the now blocked tunnel and his ears shoot up in realization.

"Oh...we really don't need some of the shadows wondering freely. And I think it's time for them to rest."

Klaus seems to hum in agreement and Armodrillo pats his head. Caroline makes a questioning noise, a cross between 'huh' and 'guh'. Our Talpaedan is about to explain when he is hit in the side by a large black blur. Caroline screeches in surprise and looks in the direction Armodrillo was sent. He was leaning against a tree, swirls for eyes, and the tree was snapped and falling toward his head. Caroline jumps forward and catches the tree. She grunts at the weight and turns around with it. What had it Armodrillo, seemed to be some kind of armored turtle. It had four thick, 5 feet tall legs, covered in some kind of rock armor. The head was reminiscent of a snapping turtle but rocks covered every surface except the mouth and red eyes stared at Caroline. The strangest thing though, was the large rock formation on its back. It seemed to be growing out of the Grimm's back and was pulsating, from what Caroline could see, painfully. It jut straight out like a mountain, jagged peaks line its bottom and top, and from the looking of things, small gemstones were growing out of it. Caroline shrugs her lower hands before chucking the tree at the beast. It notices and turns its side to the tree. The large rock on its back seems to glow and shake before a small red shockwave ejects from it. It hits the pore tree and turns it to ash. The shockwave stops and the being moans in pain before stumbling about. Near this time, Armodrillo has gained his bearings. He shakes his head before bgrabbing, trying to stem the headache and the small pain in his ribs.

"Anybody get that trucks license plate number?" Armodrillo mumbles to himself as he stands up. He looks around and blinks when a red light fills his eyes. He looks away for a minute before looking at the scene in front of him. Caroline was hissing and growling at the turtle like Grimm and the turtle Grimm was staggering in...pain? He shrugs his shoulders before putting his hand on Caroline's shoulder. He pushes past her and jumps toward the Grimm. Our Talpaedans feet hit the ground with a small shockwave and he rears back his fist. The piston on his elbow roars to life and he throws the punch. The Grimm seeing this angles the rock structure upon its back and bends down on its knees. Armodrillos fist takes out the structure and he watches in strange fascination, as the almost molten rock cools and crystals fly through the air.

The Grimm seems to hum in pleasure and backs away from Armodrillo. It shakes its back and watches in happiness as the remaining rocks fly and slide off. It looks at the Talpaedan with grateful eyes before running at him. He jumps back in surprise when the Grimm charges him and he rears back his fist, quickly turning it into a drill, and angles it downward. As the Grimm got closer, it never noticed the drill due to the rocks surrounding its eyes. The Grimm was within feet of Armodrillo and he says.

"Nothing personal!"

He swings his drill down and watches as it closes in. He hears a strange noise and his eyes look for the origin. He doesn't find it but his drill is pushed to the right by some strange black rock and he grunts as the Grimm's charge hits his waist. He is pushed back a few feet and looks in surprise when he passes an open mouthed Caroline and laughing Klaus. His only question was. _'When did Klaus disconnect from my hip?'_ Before his back hits another tree. The bark breaks and Armodrillo looks down at the Grimm expecting it to be biting or clawing at him but not rubbing its rough head against his waist and purring like an overgrown cat. He raises his fist, only for it to be pushed away again by something he couldn't see. He gets irritated and yells.

"Okay! Who's throwing my punches off and why is this Grimm being so, happy and nice?!"

"That would be my doing, Talpaedan.." A new voice says from across the field. Caroline, Armodrillo and even Klaus look in the direction of the voice. What steps out shocks Armodrillo. A tall brown Tetramand, bronze armor covering his forearms and a gladiator helmet covering his face steps out of the green forest. The four yellow eyes narrow at Armodrillo and Caroline before looking at the Grimm. He takes out a small silver whistle and blows it. The Grimm's head shoots up much like a dog and it backs away before sinking to its knees. Armodrillo stands up and looks at Caroline, who starts screeching and hissing at the new character. He pats her on the head before turning his green eyes to the Grimm near him. He points at it and asks. "What was that? And who are you?"

The Tetramand looks in his direction and Armodrillo notices the rifle he was holding. It was bulky, had a large circular mag under its base, and by the looking of things six shots. It reminded Armodrillo of the M32 Grenade Launcher but more alien. Our Talpaedan steps in front of Caroline, his green eyes narrowing and his shoulders squared. The Tetramand stares at Armodrillo and lowers the weapon before saying.

"I'll answer yours, if you answer mine..."

Armodrillo eyes the Tetramand and the weapon before nodding, his shoulders loosening. Caroline blinks at the exchange and looks down at Klaus, who was still in her hand. He looks up at her, his button eyes twinkling slightly before focusing his attention on the exchange. Armodrillo grunts a little and says. "Ask away.."

"How did you end up on this planet?" The Tetramand asks his fingers resting near the weapons trigger. Armodrillo tenses and vaguely answers the question..

"An accident sent me here."

The Tetramand seems to ponder this for a few seconds before asking. "What kind of accident?"

"A crook was trying to steal some piece of technology that would to cross between dimensions and I caught him. It overloaded during the fight and then 'boom' I'm above an ocean." Armodrillo sighs out before rubbing his forehead. So much for the cowboy standoff he was going for in his head. The Tetramand seems surprised by this and looks around the area. He gulps and asks. "You weren't randomly sent here by a portal?"

Armodrillo blinks at the answer and answers, confusion on his voice.

"No?"

"Nothing about a portal?"

"Nada.."

"You sure?"

"Yep."

"Soooo... no portal?"

"No portal.."

This exchange made Klaus openly laugh, his chitters making Caroline laugh alongside him. Armodrillo gives them a half lidded glare before sighing in his head. _'Of course. I get the random Tetramand that's not glory hoe and ready to bash in heads. And what's this about portals? I feel a strange itch that somewhere, there's a place that revolves around portals...'_

The Tetramand, unsuspecting of the debate in Armodrillos head, sighs in defeat and says.

"Alright. Time for me to answer your questions."

Our Talpaedan blinks away the thoughts and mutters 'huh?' before looking at Caroline and Klaus. They were looking at him in confusion or in Klaus's case, understanding and laughter. He glares at the small magical bag, and smirks when Klaus stops laughing. He turns to the Tetramand, who has begun to introduce himself.

"My name is Rho of the Tetramand honor guard. I was out scouting and when I heard the familiar sound of a Talpaedans Jackhammer, I came running. Didn't expect you to be fighting a Molten shell though. Their normally docile until their peaks become too big.."

Armodrillo blinks at the small introduction. Talpaedans have a specific jackhammer sound? He shakes away the question and asks.

"Molten shell?"

"Oh! Your new to the planet, so you probably don't know much. I can't explain a lot but some of the others in the town can. A Molten shell is the Grimm that you helped. And the Grimm are a..." The Tetramand begins but is interrupted by Armodrillo. "I know what a Grimm is but a village is new..."

The brown Tetramand blinks at the Talpaedan before shrugging. He turns around and starts walking into the forest, causing Armodrillo and Caroline to stumble. They look at each other before running after him, or in the case of Armodrillo, jog after him. The Tetramand shrugs when he hears the clinking of metal feet and the quiet patter of human feet behind him. Armodrillo runs past Caroline and whispers an apology before putting his hand on the Tetramands shoulder. He whips around and asks the Talpaedan.

"What?"

"Where are we going? And you haven't answered my question about the strange wind that threw off my punches.." Armodrillo says with a small glare. The Tetramand shrugs off the glare and pushes off the shoulder. He walks away for a few seconds before answering.

"We are going to the village. And the scientists back there can explain about the 'strange wind'..."

Armodrillo is about to retort when the Omnitrix starts to beep. He looks down and blinks at it before saying one of his popular sayings. "Awww man.."

The familiar green flash cause Caroline to squeak and the Tetramand to whip around, weapon ready and loaded. The familiar sight of Ben causes the Tetramand to falter and Caroline to smile happily. Ben looks at his human fingers and then at the large Tetramand and waves sheepishly. He watches as the Tetramand blinks his eyes and rubs them before lowering the strange grenade weapon. The brown Tetramand blinks and asks.

"A human that can transform into a Talpaedan? When was this going to be said? And explained?"

Ben blinks and whistles a merry tune. Caroline squeals happily before hugging him, his head between her breasts. He sputters and pushes her away, his face resembling a ripe cherry. She pouts at him and he pats her head before clearing his throat. "It was coming up in the conversation. And I can transform into far more than a Talpaedan.."

Ben huffs and crosses his arms before blinking at the empty space in front of him. He looks around and notices that Caroline was also missing. He develops a tic mark and yells into the air.

"Really guys!? Really?"

He doesn't get an answer and slumps down. He sighs before walking in the direction they were going, muttering under his breath.

"Just when I was going to introduce myself too..."

_A few minutes later_

Ben releases a sigh when he finally catches up to Rho and Caroline. He runs up to them and Caroline smiles at him. She holds up the grenade launcher and makes 'boom' noises with it, causing Rho to chuckle. He finally turns to Ben and starts to speak.

"About time you caught up, human. Thought you were eaten by a passing Beowolf."

"My names Ben. Ben E. K. Tennyson and I won't be eaten by a Beowolf. At least, I hope not..." Ben says while putting his hands in his pockets. Caroline hands the grenade launcher back to Rho and 'ohhhs' at the large mountain in front of them. Ben raises an eyebrow at the mountain and looks at Rho. The Tetramand walks up to the mountain and moves a vine out of the way, revealing a stone button. He pushes it and a large doorway slides open, illuminated by lights and dust crystals. _'A mountain with a door? What have I found this time?' _Ben thinks and with a sigh walks through the door. Caroline runs past him, poking at the crystals and giggling as Klaus tries to eat some of them. He fails and moans as one of his zipper teeth crack. Rho closes the door behind him and walks beside Ben. He strikes up a conversation.

"Sooooo...where did you find the girl?"

"Found her on an island, that I had to stop at due to a storm, and she's just hung around. That might be due to the sandwiches." Ben says lightly, gaining an understanding nod as the two watch Caroline yank on a large red Dust Crystal. She 'humphs' ,grabs Klaus and runs further into the lit tunnel. Ben blinks when her form disappears and asks.

"Will she be okay?"

Rho hums for a second and shrugs. "All the entrances lead to the same place. So she'll be fine." He tapers off for a second and asks "Think she has Tetramand DNA?"

"Probably. The Omnitrix says so and I trust it. You're being fairly nice and talkative. I thought most Tetramands disliked humans; due to our weak bodies and strength?" Ben answers and then asks with a raised eyebrow and a grin. Rho blinks at the question and scratches his head.

"I've never met a truly bad human before and humans are just another species in a wide universe. I've seen how you humans fight, and let me tell you, humans know how to kill each other and other things. And what's an Omnitrix?"

Ben blinks at the answer slash compliment and says. "Thanks, I guess...and you don't know about the Omnitrix. Greatest weapon in the universe, even though it's not a weapon..."

Rho shakes his head 'no' and Ben drops his jaw a little. Never heard about the Omnitrix?! He groans into his hands and thinks. _'Please don't be a time paradox. Please don't be a time paradox...I just made a time joke. Awww man... I'm becoming insane.'_

Ben pulls his head from his hands and looks at the staring Rho and is about to explain the Omnitrix but Rho cuts him off. "Explain it later or tell it to the scientists. All guards and soldiers will get a notice about it. If I may be so bold and be the first to welcome you and the human girl to the one and only alien town on this planet, lovingly called..."

They walk though another large door and Ben blinks at Caroline's wide eyed stare. He looks up and squints at the bright light before walking to the edge. He joins Caroline and the now visible Klaus, in the wide eyed staring at the sight in front of him. A living and breathing city greats him. Homes made of metal and wood cover the caverns ground and cars and vehicles drive through the spacious streets. Vendors are selling and people are buying. Alien of all shapes and sizes walk through the streets and even a few faunus and humans are seen. Guards patrol the caverns wall and Molten shells lumber around, some with children on their backs. Small drones fly through the air and Ben could only think of one thing. '_Its a mini Undertown but in a mountain!'_

Rho walks over and finishes his sentence from before. "...Lovingly called by me and all others who dwell here, home. Or its official title, Magma cavern."

End chapter.

**Authors note: Hey guys and girls. I finally got my laptop back and it even has Microsoft word. Yay for less spelling mistakes! Extremely sorry for the late update and all that but I am back, and will start updating once again, after my road trip to Hershey park is done. Sorry for an spelling or grammar mistakes and if you have any questions, hints, ideas, and anything else, comment and fav. Thanks!**

**This is Luckyplains13, signing out.**


	10. Rifles and the White Fang

Ben 10 and RWBY crossover

Omni: The shape shifter of Remnant.

**Authors note: Hey guys and girls! I was highly surprised at the amount of reviews and favorites, I received and I thank you all for that. I was more than surprised when no one asked about Ben's new rifle. Waiting to see how I go about implementing it into the story, I guess? I was also asked if 'Ben will be able to use Aura' and my answer is: He already is… Aura is not unique to the people of Remnant. Aura is the manifestation of one's soul and it varies from person to person. Some have more, some have less. Some have more control, and some, less control. Grimm are considered the only things not to have Aura. What I'm trying to say is, Aura is the same as Mana, Chakra, Ki, chi, ect, ect. Aura is just a specialized version of the energies listed before. Each of them is the same and yet different. What is unique to the people of Remnant, are the semblances. Special characteristics of a person's Aura, is what make Aura its own energy. Ben 'technically' has a semblance and that is the ability to see Shadows and interact with them. It's not offensive in nature and can be considered a semblance. **

**I can put in a more detailed explanation, if wanted… Let's forget that for a bit and lets get this chapter started! Sorry for any grammar, spelling, and clichés mistakes. Leave an answer and any thoughts in the review section and enjoy the chapter.**

Chp 10: Rifles and the White Fang

"Person or creature speaking."

'_Person or creature thinking.'_

_._

The sight of the underground city had put Ben to an open mouthed silence. Rho chuckles at the reactions and walks to the edge. He leans forward causing the protective railing to groan and bend slightly. He turns his head when Ben mutters. "It's like Undertown…" He grunts and the next comment makes our green eyed hero stare at the Tetramand. "Undertown? That little pet project of the plumbers is still being constructed? Heh, it won't last a Terran year."

Ben stares at Rho for a few seconds and looks at Caroline. She was 'ooing' and 'awwing' at the various lights and sights Magma Cavern gave and Ben sighs in relief when Klaus was on the ground biting her pants. He was trying to prevent her from jumping. Ben chuckles at the thought and returns to Rho.

"Undertown is a fine establishment. Even though, I constantly destroy half of it with my transformations…And it's been around for a large number of years.." Ben says with a small huff. Rho gives him an odd look before standing up and walking down the walkway. Ben follows him and grabs Caroline's shirt before she can jump and grumbles under his breath. Caroline looks at him with 'doe' and Ben rolls his own at her. She 'humphs' before running next to Rho. The Tetramand grins and pats her head before waving toward a small elevator. Ben looks around and blinks at the being standing there. It was mainly made of metal and the weapon in its hands made Ben un-easy. It had a vaguely human shape, with two arms, two legs and a large torso. The head was the strangest thing, it was elongated and the metal had various lines and ridges along it. It turns toward Ben and its sole red eye stares at him before moving back into position.

The armor was quite strange, if Ben could say. It was dominated by cloth and metal. Ben walks past it and his eyes looks at the being. The being had a thick vest, and it was lined with various wires, pockets, and small reflective dots. Its legs were covered by black pants and its knees were covered by angular pads. The arms were humanoid as it had 4 fingers and a thumb, but what threw Ben off was what connected to the hands. Thin black wires start from the wrist and extend into the beings shirt sleeve. Ben looks up and the beings sole red eye narrows and focuses on him. The little mechanical whirs makes Ben release a held breath and stare at the beings weapon. It was a mixture of alien and human technology. The stock was rectangular and the rifle was well over 3 feet. The hand guard is quite small and the trigger was built into the hand guard. A small round cylinder is located at the bottom before the rifle extended. The muzzle was hidden behind flat metal before it angled upward. The sides of the rifle are lined with small cylinders and the scope was rectangular much like a human scope. Ben shivers a little when the androids hands grip the rifle tighter before nodding at Rho.

Rho stops in front of him and starts speaking to the android. Ben doesn't catch the conversation but the droid nods and pushes a button. The gate swings open and Rho steps in, followed by Caroline. The guard motions Ben forward and he gulps slightly.

What was he going to do when it sees the rifle on Bens back? He takes a few steps forward and the guard doesn't move. Ben passes the droid and steps onto the elevator and stumbles when it starts descending. He stares up at the guard in shock and surprise. He didn't confiscate the rifle? He turns top Rho and asks.

"What was that?"

Rho looks at Ben for a few seconds before answering. "That was a Self Reliant Security Droid, model Marksman and designation "Drew."

"The who, to the what, now?" Ben deadpans and Rho chuckles as the elevator comes closer to the ground. It reaches the ground and another droid opens the gate and Rho steps out. Ben and Caroline look at each other before shrugging and following. Rho moves through the crowded streets with practiced ease and Ben grumbles as he pushes by an alien with tentacles. Caroline ducks and weaves through the cover causing some of the people to dodge or move around her. Rho stops and takes a left down a less crowded street. Ben gasps as he falls out of the crowded streets and Caroline smiles and giggles at him before picking him up. He smiles in appreciation before they catch up to Rho. Our green eyed hero looks ahead of them and adopts a curious face. A large fence seemed to extend from one end of the cavern to the other and on the other side of the fence was what looked to be a base. Two droids and a human guard the entry way with weapons at their sides. As the get closer Ben notices small red optics on the roof and surrounding the base. He shivers as some move toward him before moving to another location.

Rho steps up to the human guard and starts speaking.

"Hey Mike. How's the day been?"

The now named 'Mike' answers with a nonchalant shrug. "Boring and yet somehow, peaceful. Who's the new guy behind ya? And does that girl have 4 arms?"

"Found them near D.Z. 2 and decided to bring them along. The boy has some information on how he got here and the girl was with him. We just need to find the captain. And yes, she has 4 arms." Rho responds with an easy going smirk. Mike nods his head before motioning for the droid to his left. It nods and taps its wrist causing the large gate to squeak open. Rho nods in thanks and waves Ben and Caroline forward. The right droid walks next to Rho and startles Ben and Caroline when it begins to speak.

"Please, spread your arms and legs out and notify me, of any weapons or problems. I am going to scan you for any communication devices and of hazardous materials."

Ben nods and does as said. The droids purple optic dims and Ben shivers as a tingling sensation echoes through his body. After a few seconds the droids optics flashes a light green and says. "One unknown piece of technology. Location: Left arm, over the Ulna and radius. Scans have proven unsuccessful but the device has no dangerous readings. Advise: See professor Kliford.. Thank you for your cooperation. Have a nice day."

The droid does something that surprises Ben. It raises its hand in a 'fist-bump' motion and its optic seems to brighten. Ben grins to himself and returns the fist before moving past the droid. Rho crosses his arms and waits as Ben walks next to him. They watch as the droid does the same procedure with Caroline. After the scanning, Caroline blinks as the droid gives the readings.

"One accessory: Small bag that contains unknown materials. Female has an extra set of arms and pectoral muscles. Genetic scanning shows human and Tetramand heritage. Unknown genetic stability. Malnourished and neural scans show limited growth. Advice: See professor Kliford and eat large amounts of nutrient rich foods. Thank you for your cooperation and please have a nice day."

The droid raises a 'fist-bump' but Caroline ignores it and hugs the droid. The droid jumps in surprise but returns the hug with a bright green optic. Caroline ends the hug and walks away from the happy droid. She blinks when Ben and Rho snicker to themselves. She seems to glare at them before grabbing for Klaus. She blinks when the bag comes up missing. Klaus pops up from the back of Bens head and cackles as Caroline glares at him before huffing and joining Ben and Rho. Klaus attaches himself to Bens side and purrs when Ben pats his head. Rho nods and walks through the now open gate. Ben follows closely followed by Caroline. The sight on the other side is quite different. Humans, faunus, aliens of all shapes and sizes are interacting. Some just talking, others playing basketball, and a few napping under the caverns artificial light. Rho waves to a few of them, getting a few back before pushing open a door. He hold it open for Ben and Caroline.

The entrance looked like a business entrance. A large main desk is in the middle. Its oak finish slightly worn and the droid behind the desk is typing away at a computer. Ben watches as the droid looks up for a few seconds before returning to the computer. Rho walks past them and hangs a left corner. Ben blinks and hurries behind him. They pass various doors some open, showing the beings working inside; some closed and pass by a few beings. They hang another corner and Ben deadpans at the sight. Another droid next to another elevator and the droid seemed…asleep? Caroline rushes past them and starts prodding the droid. Rho laughs when the droid sputters awake and stares at Caroline with an orange optic before looking at Rho. It pushes a button and the elevator doors open. Rho ducks into it followed by Caroline and then Ben. The elevator dings and starts it descent into the earth. Ben asks a question.

"Where are we going?"

"To see the captain. You'll be quite surprised at how he is." Rho answers and Ben raises an eyebrow at Rho. The elevator dings and they step out into a dull grey hallway. Various lights illuminate the hallway and Rho starts walking ahead. Ben and Caroline follow but stop when soft snores make them stop. Klaus is asleep, hinted at by the small line of clear liquid seeping from his zipper mouth. Ben chuckles at the magical bag before moving the rifle on his back to a more comfortable position. He was surprised no one asked about the rifle but hey, less trouble for him. Rho waves them from the end of the hallway and they rush to him. He was at an intersection and a small holographic sign points in two directions. To the right, 'Barracks and Mess hall' and to the left, 'Captain and officer quarters.'

"You guys need to head to the left. Follow the signs until you reach the Captains quarters. I'm hungry so, I'll be in the mess hall if needed. If you have any troubles just ask for directions and someone will take ya there." Rho says, his voice echoing slightly. Ben nods in thanks before laughing as Caroline hugs Rho. The brown Tetramand laughs and returns the hug before going on his way. He waves before going past a corner. Ben grabs Caroline's hand and starts leading her to the left hallway. After a few minutes and various turn arounds, they arrive at an oak door with a small sign saying 'Captain Quarters.' Ben looks at Caroline and the still sleeping Klaus before knocking on the door. He waits for a few seconds and hears a raspy voice say "Come in."

He opens the door and peaks his head in. "Is this the captain's quarters?" A snarky voice replies with a "That's what the sign says…" Ben shrugs and opens the door further. A dark metal chair swivels around and Ben sputters in surprise. A Pyronite is sitting in the chair, its flames flickering and moving. The Pyronite stands up and Ben gulps slightly. He was tall, and the rock body seemed old and scarred. The Pyronite stares for a few seconds before grinning and waving them in. Ben steps into the office and blinks at the sight. The floor is a hard concrete and a window is behind the desk. A small bookcase is in the right corner, and a couch on the opposite side. The Pyronite pushes a button and the door closes behind them. This causes Caroline to release a small shriek which, wakes up Klaus. The small magical bag looks around and wipes his buttons with his zipper. The Pyronite causes Klaus to jump and look at Ben.

Bens face showed no emotion, just dead green eyes and a small twitch. The Pyronite steps around his desk and walks closer before staring at Ben. Green eyes meet bright yellow eyes and silence reigns supreme. A small noise escapes Ben's mouth and Klaus startles in surprise. It sounded like…a laugh? Caroline looks around confused by the whole staring and makes a small 'humming' noise. The noise returns before both Ben and the Pyronite burst out into fits of laughter. Klaus makes a few chitters making Ben look at him, small tears of laughter coming from his eyes. He speaks.

"You finally up, sleeping beauty? You missed quite a bit since your nap…"

The Pyronite calms his laughter before taking a small breath. "Seems we're on the same page, human. Toba's my name, and you two must be the humans I was notified about. Welcome to my quarters."

"It's nice to meet you, Toba. My names Ben. Ben E. K. Tennyson. And her name is, Caroline. And this is Klaus." Ben says with a small smile. Caroline waves her arms twitching every so often and Klaus gives Toba a zipper salute. Toba returns the greetings with a large wave before returning to his desk. He sits in it, groaning slightly as the flame retardant material comforts his body. He sighs, a small flame escaping his mouth before returning to Ben, Caroline, and Klaus. He begins to speak.

"So, you're probably here for the story about this little cavern town, eh?"

Ben ponders the question and shrugs. "Among a few other things but that'll do.."

Toba nods and taps a button. Two chairs shoot out of the ground and he motions for them to sit. Ben takes the offer and watches as Caroline tries to right herself in the chair. She growls when she is comfortable enough, and Ben looks at Toba. The Pyronite was looking at them with a small grin upon his flame face before he begins the tale.

"How do I tell this story without being too confusing and or rambling on and on about some random piece of info…. Let's just start with how I and some of the citizens arrived here."

**(Authors note: This next part of the story is going to be weird. Many might think this is a flashback and it is, technically. I'm doing this since Toba is retelling the story and Ben might throw in some questions.)**

"From what I can remember, I was heading to a new rogue planet. It was recently found, and even though the conditions on the planet were harsh, the pay was good. Everybody on the ship wasn't all good but neither all bad, we were mainly guys and gals trying to make some taydens. I was a Geologist and with my experience with other rogue planets, I was quickly hired and brought aboard. The trip there wasn't so bad. I made a few friends, had a few incidents but things started getting weird once we saw the planet. I wasn't very worried until we landed on the planet and started mining. Most rogue planets, due to either being thrown from their mother star or being made nowhere near a star, have little to no Geological activity. But this planet had Geological activity and it had a lot of it. It confused me greatly but didn't let it bother me."

Toba takes a small breath before continuing.

"The planet had some atmosphere but it was bleeding off. The species that could survive the atmosphere landed first and those who couldn't, last. We sat up mining operations and all was going well until after the first week. It was a normal day, and everything was going well. Then the planet cracked. At first, we thought we had done it. Then more started to appear and we increased our mining speed and before long, the cracking stopped. We continued and then the Dementia, as humans call it, began to happen. At first, it was minimal. Small verbal outbursts, complaining of headaches, and hallucinations. Those affected were shipped off world and they evened out once off of the planet. The cracks had released large amounts of hallucinajetic gas, and those without suits were affected. We warned people of the gas and after that, nothing happened. The planet started to crack again, and we doubled our efforts. The planet was cooling down and the atmosphere had almost dissipated. I had a fairly easy job near the end, as the planets geological activity was steadily going down."

Ben raises his hand and Toba blinks at him. The Pyronite points at Bens raised hand and Ben lowers it before speaking. "I thought if a planet started to become unstable, any and all mining operations would be stopped and a team of specialists called?" Toba blinks and looks around before chuckling.

"That's the legal way to do it and we weren't exactly in the rule books with the mining… We decided to watch the planet closer and leave it at that."

Toba tries to begin again but Ben raises his hand again. Toba just stares and motions for Ben to ask.

"Do I have to raise my hand with each question? I didn't want to seem rude, if I interrupted your story…"

"You don't.." Toba says with a small nod.

"You sure?"

"Yep.."

"…..Continue…"

Toba smiles at the small conversation before returning to his story, (_Srry, for the small sentence and all that but I want some in-between lines.)_

"My job was getting easier by the day and with the pay getting better with each load of materials, I decided to help the miners. I didn't know how to mine but with my natural powers, and the miners being quite nice, I quickly learned. With each day passing and the mining going deeper, some of the more 'seasoned' miners became worried. They started to become skittish the further we went into the planet. After 2 months of mining the planet had been stripped of all useful materials. Everybody started returning to the home ship, and everything was quite dandy. We only had a few casualties, and even less injuries, so parties sprung up. I got quite, as the humans say, hammered during those last few days…."

Ben frowns at the saying. His green eyes narrow at Toba and he thinks. _'He's hiding something but at least he's saving us the long version of the story… I hate long stories, unless it's about something I like..'_

He blinks when Caroline shifts in her seat and stretches her arms. Her lower arms twitch and clench her fists. She licks her lips and Toba notices. He chuckles a little and pushes a button on his desk. The button dings, catching Bens and Caroline's attention, before a small compartment opens up on the left wall. Ben and Caroline stare at it and jump when something shoots out of the darkness. Ben stares at it in surprise and his jaw drops.

"A soda fountain?" Ben says with some confusion and surprise. Toba grins, his flames flickering brighter, and he moves over to it. He pushes a few buttons and a cup shoots out of the machine before being filled with a dark, thick liquid. Toba sips the drink and releases a sigh of content before asking. "Want anything?"

Ben looks at Caroline and shrugs before answering. "Can it make smoothies?"

"That it can." Toba smiles and motions to the machine. Ben stretches his shoulders grunting when they pop and walks up to the machine. He pushes a few button and blinks when a small light goes over him and a medium sized cup shoots out of the machine. The machine growls and spurts a little before thick, liquid oozes out of it and into the cup. Ben blinks when the machine is done and takes the cup. He sniffs it and pulls his head back. It smelled of….mangoes, and chocolate? He takes a sip and hums in delight and takes his seat. Caroline looks at him in surprise and Ben smiles a little at her. He hands the cup to her and watches as she takes a sip. Her eyes widen and twinkle before happily slurping on the cold drink. Ben glares at her before the machine spits out another cup and fills it. Ben grabs his new drink and sips at it before Toba begins his story again.

"After the parties had settled down and the ships refueled, we left the planet. As we left the planet's atmosphere something happened. Whatever it was, it made the very fabric of reality shake and tear. All electronics stopped, those who were intoned with electrical signals passed out, even the main ship had lost power. We were sitting ducks, just waiting to be picked off. At the beginning, we had thought the planets magnetic forces had finally left, but the ships were shielded from that. After that was debunked, people started to panic and before long, tensions started to rise. Power never came back on, and so there we were floating near a dead planet and no help except those who could survive the vacuum. It was three days before communications came online and by that time, we could've been home. Then, it happened…"

"It?" Ben asked as he sips the smoothie. Toba nods his head and downs his drink in one gulp. He sets the cup down and grabs his head. He takes a calming breath and looks up at Ben. The haunting look in Toba's eyes makes Ben flinch. The Pyronite takes a calming breath before continuing.

"I don't know what 'it' was but it ripped reality asunder. At first, it sounded like a large clap of thunder, and all were confused. We weren't near any cosmic storms, so why was there thunder. White tendrils started appearing, dancing, withering, and slicing through space faster than light. We thought it was beautiful and it was no doubt about that. But one of the tendrils smacked my ship, and spun it around. What I saw would haunt me and all others who saw it, till we die. It looked like reality was cracking and flaking off, like skin cells. It warped and changed shape before a black mass appeared in the center. It was small art first, no larger than a small planetary moon. But it doubled in size, like a gaping maw waiting for its next meal. Any ships near the planet when the cracks appeared were atomized before even knowing what hit them. As we watched the crack widen and swallow reality, we never noticed ourselves be pulled closer. And closer, and closer…"

Toba trails off, his flames simmering down to an almost dead flame. Ben sips on his smoothie, and his eyes started to droop. Toba develops a tick mark and he stands up. Caroline looks at him is surprise when Toba smacks Ben on the head. A loud 'gong' follows and Ben grabs his aching head.

"What was that for?!" Ben yells at Toba, as a bump develops. Toba crosses his arms, his flames brightening and raging. Caroline and Klaus laugh as Toba says.

"Your eyes were drooping and I hate it when, somebody falls asleep as I tell a story!"

The Pyronite 'huffs' and sits down. He starts again. "As we noticed the ship being pulled into the maw, we pushed the engines to the brink of melting. We were too close to the rift, and was eaten. As the blinding white light filled the cockpit, and even though our bodies were being taken apart atom by atom, we could only gasp as the main ship was pulled in. At first, I thought we had died. And then, I felt my body slowly be put together and my sight returns. Nothing was working, at least technology wise. I looked out the window and the view was astounding. The planet was slowly being cracked apart, shifting, changing, almost like it was being eaten. It went from a desolate rock to a lush garden world. I watched as large cities were built, and then destroyed. I watched whatever species was one the planet, kill themselves with nuclear fire. And them the planet crumbled away into dust. And then nothing but white noise… We awoke to chirping birds and wind. Once everybody was accounted and any wounded were attended too, we stepped outside. And 'boom' Welcome to planet Remnant."

Toba releases a small breath, and throws the empty cup in the trash before settling into his chair. Ben and Caroline stare at the Pyronite, Ben with wide and questioning eyes, and Caroline, with happiness for the smoothie. Ben opens his mouth and asks.

"What next?"

"We sent out a distress signal and all ships agreed on a meeting point. After that, we waited. And waited. And waited. After a few weeks, we started to make small homes, and started to hunt. One of the hunting parties found the mountains main entrance and after many a debate, we started hollowing it out. Before long the cavern above us was done and we started making the town. This took several months due to very little mining equipment made the transport. More and more ships started to appear, and our population grew from a few hundred to a few thousand. We were lucky when the Tetramands and Talipaedans landed. Then came the energy issue. Our ships had decent engines, and with the amount that survived, we had plenty to spare. Only issue was, with the growing population, and need for light, we needed a new energy source. Then Dr. Kliford arrived and the Talipaedans found what the humans on this planet call 'Dust'."

"Who's this Dr. Kliford? I've been told to see him about everything sciency.." Ben asks with an irritated growl. A small, wizened voice echoes back. "That would be me, human."

Ben turns around, and blinks at the sight. Standing in the doorway was a gold and purple colored droid. It looked like the droid at the desk, but the arms were thinner and more wires went to its arms. Standing in the droids hand was a grey Galvan. Dulled, green eyes stare at Ben with wisdom, and age. He was no bigger than 6 inches and short whiskers jut from his face. A white jacket covers shoulders and his skin was covered in age freckles. The now named Dr. Kliford glares at Ben for a few seconds, small sharp teeth glittering before he turns to Toba.

"What do you need Toba?"

The Pyronite grins a little and motions with his hands. "Kliford. This is Ben E. K. Tennyson," Ben waves, "Caroline," Caroline looks at the small Galvan and her secondary arms wave causing the Galvan to startle, "And their small magical moving bag, Klaus." Klaus hops from Caroline's lap to her shoulders where he waves with his zipper. "They are the guys and girl that Rho found near D.Z. 2. I want you to tell them the science crap later, but right now, how they got here is the question." The Galvan looks at the Pyronite before sighing.

"It is nice to meet you three. I am Dr. Kliford. Head of the science and technology division in this small town. I hope we can get along. Now, about how you arrived here on this planet?"

Ben blinks and he makes an awkward face. He looks at Toba and the Pyronite motions for him to start. Ben takes a sip of his smoothie and starts. "It all started on a boring day in a boring place called Bellwood…"

**(Authors note: Ben's telling them what happened in chapter 1. I didn't want to do another long explanation, so srry for the laziness. But being to descriptive can be just as bad as being not descriptive.)**

"And that how I arrived on Remnant, and how I am now a Hunter in training…" Ben finishes his story and sighs. Toba and Dr. Kliford stare at him for a few seconds. Toba was deathly silent and Dr. Kliford was scratching his chin. He looks over at Toba.

"We knew that being in an alternate universe was possible. We just needed the proof. Maybe that's why some of the stars are different." Dr. Kliford looks over at Ben and nods his head in appreciation. "Thanks for the information, young man. Toba, I will be taking these three from you for a bit. After we're done, we will talk." The Pyronite looks at the Galvan, his flame eyes dull but he nods his head. The Galvan closes his eyes and taps his feet. The droid jumps up i9n fright before walking out of the door. Dr. Klifords voice rings out.

"Come along you three."

Ben stands up and stretches his arms. Caroline follows and Klaus salutes Toba. Ben throws away his empty smoothie. He looks at Toba and says. "I'm sorry." before following the droid. Caroline waves at Toba, and frowns when nothing is returned. The door closes leaving Toba to his thoughts.

_With Ben, Dr. Kliford, and Caroline._

Ben looks around at the grey metal walls and blinks as aliens pass them. They look at him and Caroline before continuing with their business. The droid carrying Dr. Kliford stops near a door and walks through it. Ben and Caroline follow and blink at the grey wall. Ben raises an eyebrow and deadpans. "Where's the door?" Caroline looks at him and Klaus blinks his button eye. The droid sticks it's head out of the door and it's face plate lights up in a devious smile and shrinks back into the wall. Ben takes the hint and walks through the wall. He shivers at a strange feeling and gawks at the lab. Caroline walks in behind him, and bumps into him. Her face soon mirrors his.

The lab, to say the least, was astounding. White sterile metal replaced the cold grey metal in the halls. It faintly smelled of chlorine and other chemicals but it wasn't overwhelming. Tables jut out of the walls, each lined with various scientific equipment: Microscopes, beakers, and even some spare parts to some machine. Large medical berths line the main floor, each with their own medical tools. Dr. Kliford was seen walking around the lab, picking up small things and putting them in small cubby holes. He turns around and nods at Ben and Caroline.

"Please lie down on the berth and prepare for a medical examination."

Ben starts to sweat a little at 'medical examination' '_Medical examination? What does that mean? Large needles, saws, bone cutters?! I don't like going to the doctor!' _Dr. Kliford seems to know what Ben is thinking and chuckles a little. "It's just some simple scans and a little blood work. Nothing too scaring." Ben and Klaus let out a small breath and Ben does as said. He lays down on the metal booth, surprised by the metals warmth and blinks when the berth rises into a chair position. The droid grabs Caroline's arm and leads her to another berth. She blinks and shivers as the berth raises and the droid pulls out a small clipboard. Dr. Kliford does the same and pushes a button on the side of the berth, causing two columns to rise from the ground. They shift and a cylindrical cuff juts from the columns. Ben blinks and watches as Dr. Kliford raises the high tech clipboard to Ben's head.

"Please, put you arms into the cuffs and then we can begin the examination."

The droid does the same and its visor lights up in surprise when the small Galvan speaks to it. "Do a deep genetic and deep body scan for her, Tim." The droid, now named Tim, beeps and whirs before extending the cuffs. An extra set extends from the side of the columns and Tim guides Caroline's hands into the cuffs. Ben watches as the cuffs clamp down on his forearms and the left cuff extend over the Omnitrix. Dr. Kliford punches in a few keys on his clipboard and Ben shivers as a small humming echoes through his body. Klaus chatters from his side and Ben raises an eyebrow and he looks at the small Galvan next to him. "So, Toba said you would explain some of the science stuff. Such as the S.R.S.D.'s and the strange rocks fired by your weapons?"

"Did he now?" The small Galvan mutters and moves around Ben. Caroline giggles from the side and Ben looks at her. Tim was prodding at her body and typing away at a small tablet. Dr. Klifford hums to himself and he sighs after a few seconds. He clears his throat and says. "Where do I begin? Ah, let's start with my arrival."

"I had arrived a few months after Toba and the others. Before arriving in this universe, I was a part of the Galvan weapons development. Our job was to create weapons for the Galvan and other militaries, and to experiment and create new technologies for the betterment of all species. My specialty was robotics and A.I. programming. I wasn't the best student but nor was I the worst. I was well known in my field, and even the First Thinker gave me praise for my work." Ben stares for a second and says.

"Azmuth gave you praise? That grumpy old toad…."

Dr. Klifford stops for a second and stares at Ben. Ben stares back and the small Galvan asks. "You know the first thinker?"

"It's a long story. I'll tell you later." Ben waves Dr. Klifford to continue and the Galvan stares before returning to his story.

"I was on a transport ship. We were transporting some new experimental weapons and equipment to a dead planet in the far arm of the Galaxy. We had just entered hyper space when something happened. Something ate the ship we were in. It wasn't organic nor was it another ship. The only thing I remember from that was a loud cracking noise and screams of the other crew members. I awoke to moving waves and a cold breeze. The ship had crashed into the bay of the island and had settled into the sand. At first, I was worried about the other crew members, but the main concern was the ships core. I couldn't tell if it was damaged. The crew was fine, mostly, a few injuries here and there, but nothing serious. The next bit of business was to check the core and the cargo. After that, it was simple. Deploy an emergency beacon and wait. About a week later, Toba found us and that was that. He brought us to the town and welcomed us with open arms. We accepted and slowly but surely took our ship apart for materials. The weapons were took and copied by some of the miners, and the ships core, used as a power source. The town was only a few months old and it was having some trouble. The core of mining ships can last for years if needed, but most of them were damaged. We needed a new power source, and needed one quickly."

Dr. Klifford blinks when Tim walks behind him and hands him the tablet he was typing on. The Galvan looks at it and nods before typing on it for a few seconds. He hands it back and looks down at his own tablet before asking. "Any questions?" Ben shakes his head and Dr. Klifford clears his throat before beginning.

"Most of the crew was Galvan, each of varying fields, so we were quickly put to work. Due to my nature and personality, Toba made me a medic, even though I wasn't trained for it. He didn't care and before long, I was studying various books on anatomy. I quickly began to like the field, but I still had that urge to create and program. My chance was given when the 'strange rocks' were discovered. Some of the Talpaedan miners were complaining about these rocks that when smashed would explode with equal amount of energy. This garnered attention and before long labs, and infirmaries across the town were being filled with the rocks. The rocks were strange in their composition. In its pure form in looked like a stalactite but it was riddled with microscopic holes. It was a giant sponge! Everyone was confused, and I, more so. I wasn't a geologist, so I had no idea what I was doing. But I did something different."

Ben blinks a little at the small explanation. He feels something trail along his spine and stop at his head. The same feeling was spreading across his hands and neck. He looks around, his head snapping back and forth, and Dr. Klifford looks at him and says. "This next part will hurt. Be ready."

Ben looks at the Galvan, his eyes wide with worry and fear. He speaks, his voice shaking slightly. "What is going to hurt?" Dr. Klifford looks at him with eyes squinted and his mouth set into large grin. "Nothing yet. Just wanted to scare ya." Ben breathes a sigh of relief and shifts his body as the feeling increases and Dr. Klifford returns to his story.

"In science, you can get pretty far with speculation, studying, and scanning an object. But you have to physically test it, to get more conclusive results. I did exactly that, and tested the miners' complaints. I had one of my patients, a Tetramand, punch a rock the size of a human basketball. I had one of my microscopes focus on the microscopic structure of the rock, another on the surface, and I had another instrument measure the energy. I gave the count down, and watched the rock be hit. To my shock, the Tetramand was thrown back by the rock, and dazed by the impact. Imagine a full grown Tetramand, being knocked back and dazed by a rock? It's quite funny…" Ben snickers at the mental picture. A small rock, proudly sitting on a knocked out Tetramand. It was funny, and he couldn't help but laugh. "I checked on the Tetramand, and looked at the readings. What played across the screens still astound me to this day. The rock when struck, would expand the microscopic holes on its surface, and absorb the force and energy produced, before hardening its surface. It would then expel the absorbed energy towards the original force. "

"That's….pretty cool." Ben says with wide eyes. The idea of a rock pushing back was astounding to him. Dr. Klifford nods at the answer and speaks.

"It is very cool. I reported my discovery, and soon enough, other scientists were trying the same experiment. But the rock does far more than just absorb outside forces. It can absorb and store large amounts of energy. After the initial tests, we started to experiment with it and we came up with a name. We called it Remenium, after the planet it was found on. We placed a nigh full reactor from one of the remaining mining ships, near a small sample of Remenium and watched as it absorbed the energy. Within a few minutes however the sample exploded in an array of radioactive shrapnel. We tried again, but with a larger sample and the amount of energy absorbed, increased. The larger the rock, the more it can absorb. Luckily, the miners had been finding large caverns and caves filled with Remenium and before long; it was being used as energy storage. And then we found, what the humans and faunus call, Dust. We experimented with Remenium and Dust, and were met with explosive results. When the two are placed near each other, Remenium would absorb the Dusts energy and properties. And when shot at a high speed, the rock would explode with the properties of dust being prevalent. And so, with this discovery, ammunition was changed to Remenium for it was in abundance, and weapons were modified to shoot the new rounds. They are quite useful for subduing most beings."

A small ding makes Dr. Klifford stop and look at Ben. The berth he was setting on was glowing a light green and the clamps around he hands were flashing from red to green. Dr. Klifford pulls up his pad, and types away on it. Two small mechanical arms come out from under the berth and small needles eject from them. Ben gulps a little and his green eyes widen when the small Galvan grins a little and asks. "Do you hate needles?"

"Uhhh…no?"

"Good! That makes this so much easier"

The mechanical arms quickly move to Ben's bond arms, and make the slow decent toward his arms. The needles gleam sharply and Ben tries to become one with the berth. The needles are no more than a few centimeters away from his skin, when they stop. Dr. Kliford blinks and pushes the button again. Nothing happens, and he pushes the button again. He growls a little and rapidly pushes the button, before looking to his left. Tim was glaring at the small Galvan, his right foot tapping the floor with annoyance. Dr. Klifford glares with equal intensity, and Tim releases a few beeps and whirs. The staring contest lasts for a few more seconds before ending with Dr. Klifford sighing. "Your blocking the signal aren't you?" Tim beeps in affirmative before helping Caroline off the berth. Dr. Klifford stares at the droid for a bit and grunts. His eyes return to Ben and he grins a little.

"I'm getting a sample of your blood, tissue, and vertebral fluid. We can get your cranial fluid later, if you get the neural interface. You ready?"

"Woah. Hold up! What's this about my head?" Ben questions and he gasps as the needles enter his arms. He watches as dark red blood flows through the needles, and he shifts when the pinching appears on his neck. His eyes shift to the right, and he watches as a clear thick fluid follows the blood. They flow into three vials, and the arms tap a small chip next to the vials. Dr. Klifford grabs the three vials and whistles to Tim. The droid stops, and turns to the Galvan. He walks over and carefully, grabs the vials, before walking away. Ben shivers as the pain slithers away, and jumps when the berth releases its hold. He grabs the back of his neck and groans. He moves his legs to the floor and asks.

"Why do you need my vertebral fluid?"

Dr. Klifford smiles a little and winks. Ben opens his mouth to say something, and it is cut short when Caroline shoves a sucker into his mouth. He coughs and stutters for a few seconds before humming in delight at the flavor. _'Pineapple mango. Yumm~~~' _He blinks and blushes when Caroline and Dr. Klifford are smirking at his blissful face. He stands up, looks around the little lab, and stares as Tim walks into the room with a tray of….sweets? The droid walks over to a small corner and kicks the wall, causing a large table to shoot out of it. Three stools spike out of the ground and scoot to the table. Dr. Klifford walks over and hops to the table. He grabs a cookie, and chomps it. He moans in pleasure, turns to Tim, and says. "Wondrous job as always Tim.' The small Galvan turns to Ben and Caroline and waves them over.

They look at each other, shrug and walk to the table. Ben takes the seat, and marvels at the warmth of the metal. Caroline does the same, and Klaus jumps from her hands onto the table. Dr. Klifford eats the rest of his cookie before saying.

"Before I explain the droids, would anyone like a sweet? Tim is an amazing baker, and he takes great pride in his sweets."

Ben looks down at the tray, his green eyes washing the sweets over. Some of them looked like basic cookies, chocolates, and cakes. A few however were alien to say the least. He shrugs, takes the lollipop out of his mouth, and grabs a weird sweet. It was no bigger than a walnut, but the surface was smooth and shiny. The bottom was a dark brown, and the top was a dark green. There were others like it, all stacked into a neat pyramid, but the tops were each a different color. Ben clicks his teeth and throws the ball into his mouth, and bites. It was softer than he thought, and then the flavor hit. The bottom was a dark chocolate, smooth and rich, the top was a hard candy that tasted faintly like sour apple, and the inside was filled with a thick, vivacious liquid. It had a faint taste of strawberries, with a hint of grapes and pineapples. Ben swears his legs went numb from the taste and he knows that he was making a blissful face. He swallows the treat and sighs in happiness, and looks at Tim.

"I'm not leaving without the recipe for these." Ben says with the serious face he could muster. Tim looks at him, and releases a few whirs and bows in thanks. Ben turns when Dr. Klifford laughs. "The marble candies always get that reaction." Ben huffs a little and grabs another. This one was red, and tasted like apples. Caroline blinks a little and grabs what looks like a crème puff before biting it. Her reaction was the same as Bens, and before long she was scarfing down the other puffs. Tim looks at her and walks out the door, only to return with a full tray of the crème puffs. He hands it to Caroline and she stares at him with stars for eyes. She gives him a quick hug, in which he pats her back, before sitting down and eating the puffs.

Ben smiles at her and blinks when a cup was sat in front of him. He looks at the steaming liquid before getting the faint smell of… "Peppermint?" Ben asks with surprise lacing his voice. Dr. Klifford sighs in content when he sips from his cup, his whiskers flicking up and down in happiness.

"Peppermint tea. Most Galvans don't have a sweat tooth but I have a full set." Dr. Klifford says with a small smile and Tim beeps a few times before laying a small cup of cubed sugars on the table. Ben grabs two sugars and watches as they dissolve. He takes a sip and smiles at the taste. "I'm not much of a tea fan, but I'll drink it if it's sweet."

Dr. Klifford nods in agreement before coughing into his hands. "Now then, let's start with droids. You probably want to know how they were created."

"It would clear up a few things." Ben says while chewing threw another marble candy. Dr. Klifford takes a sip from his tea and begins.

"After the whole Remenium discovery, we had started small scale production of robots. These bots were made to help improve daily lives. They would help out in the house, they would dig with the miners, they would play with the kids, they would do everything they were told. But the bots weren't the best of designs. They had wires everywhere, their exoskeletons were old and bent, and their cold look had a lot of people shivering. But they helped increase production and expansion, and so we kept up the production of the bots. And before long the town had three floors to it, and the third floor was being filled with homes and other things. There was one issue however. The town had a 'dry' streak. You see, every so often a portal would open up and dump random objects on the island. And for a decent amount of time, the town used the portals to gather supplies and other things. So, during this dry streak we had to find another way to get supplies. Food was the biggest issue. Some plants didn't do so well underground, and the few that did didn't produce enough per plant to feed a growing town. So we started to return to the surface. At first we tried sending some of our soldiers and a few farmers onto the surface to start a farm. They came back a few days later, tired, beat, and injured. The Grimm attacked them and everything related to them. We tried it again with a larger force but the results were the same. We were lucky the portals started reappearing, but we didn't want another accident. So we started exploring more ideas. And then, a miner bot was cut off due to a roof collapse. Nothing new, so the workers told their boss and went on with their work. The boss came to the labs a few hours later, he was a Galvanic mechamorph, so it was a little weird seeing him in miner wear. Apparently, the bot wasn't destroyed in the cave in and was walking through a mess of tunnels leading to the surface."

Ben blinks at that and looks at Caroline, who had a second tray full of crème puffs. He gawks at that, and she smiles at him, half of a crème puff in her mouth. She slurps in back into her gullet and Ben just stares. "You could probably out eat a Gourmand. Who I kidding? Gourmands eat their planets."

Dr. Klifford chuckles at that and answers "The Gourmands have always taken certain things to extremes. Now where was I? Oh yes, the miner bot."

"At first we were confused. How did this concern us? It then dawned on us; the bot was going to the surface. All bots have a camera placed on their body for surveillance. We had a free ticket to see the surface and where we could plant farms. So we activated the camera and watched as the bot slowly made its way to the surface. After a few minutes, the bot detected wind and light. It had to dig through a small patch of dirt, but there it was standing in a clearing a few miles away from the mountain. We were ecstatic. The Miners boss had left the bots' command codes when he left for home, so we told the bot to explore the surrounding area. The bot did that and more, but then the Grimm showed up.

Dr. Klifford stops for a second and grabs a cookie. He nibbles on it, bites it in half, and takes a sip of his tea. He wipes the crumbs from his mouth, and wiggles his whiskers. He begins again.

"That put a hamper on the excitement. We were ready to throw in the towel, when something caught our attention. Normally when the Grimm notice a person, they either attack or wait to be attacked. But in this situation the Grimm, a small pack of Beowolves, approached the bot and didn't attack. They smelled the bot, poked it, and a few of them growled at it but they never attacked. Before long they lost interest, and went on their merry way. We sent a squad to retrieve the bot, and soon enough we had another idea. 2 weeks later, we sent 14 bots to the surface with the sole task to make farms and small scale gardens. They did just that and not a single attack from the Grimm. Hell the Grimm surprised us even more. The bots weren't very strong. A little stronger than a human, but not strong enough to do certain tasks. Sometimes the bots would dig up large rocks, or roots that they couldn't move or cut. The Grimm helped the bots by cutting, and digging out large rocks. The first harvest was a few weeks later, and the flavors were out of this world. The next week, a plan was made. A plan that would change the entire way this little town operated."

He tapers off for a few seconds and Tim pats the Galvan's head. Ben chuckles a little at the sight but keeps it to himself. They all jump at the loud noise that follows the silence. They turn their heads to a lightly blushing Caroline, and Ben claps. Tim follows shortly after and Dr. Klifford just shakes his head. Ben looks at her in awe. "That was awesome. I give it a 10/10, would clap again." Tim beeps at her and raises a fist bump, which Caroline confusedly copies. They hear a soft cough, turn to their left, and smile sheepishly at an irate sighing Dr. Klifford. They return to their original positions and whistle innocently. The small Galvan glares at them before huffing and returning to his tea. He takes a sip, and returns to his story.

"We needed a new bot that could survive and function on the surface. A bot that could function by itself and make independent choices. At first, the idea would fluctuate. It would gain followers, and then lose followers. To add to the list of problems, we didn't have a line of coding that met our 'needs'. The idea seemed loss but a good friend of mine, reminded me and a few others of something. The ship we arrived on was a transport ship. And the ship was transporting some experimental technology. One in particular stood out, a self replicating and sentient line of code. This line of code was what we needed, so we devised a plan. A plan that to acquire the line of coding and use it, to create a new line of sentient and efficient bots. Toba was notified and a team made. The ship was still being dismantled for scrap but some of the parts were too dangerous to explore and a large portion of it was sinking into the oceans sand and silt. We modified a few bots for underwater exploration and a few soldiers helped. Before long, the team was ready, and they were deployed." Dr. Klifford takes a small sip of his tea and smiles lightly in remembrance. He chuckles lowly and continues the story.

"It took them 2 days to find the damn thing, and we were ecstatic when they found it. It was a small sphere, no larger than a human skull, and it was cracked. One of the bots picked it up, and we experienced some interference. Nothing happened after that, and the team returned. But one bot, the one who picked the sphere up, was acting strange."

Ben raised an eyebrow and wondered. He slowly connected the pieces and his eyes widened, Dr. Klifford notices this and grins. "Figured it out?" Ben nods and looks at him. "The orb was cracked, and when the bot picked it up…."

"Bingo! The coding flowed into the bot." Dr. Klifford finishes and his grin turns into a smirk, He chuckles lowly at Bens face and Caroline pokes Ben's cheek. He shakes off the poke and glares at Caroline and Klaus. Klaus laughs at him and points his zipper. Ben's glare takes a new turn and Klaus quickly stops. A starry figure appears above Ben and it's green eyes narrow slightly at the magical bag, and Klaus scoots backwards. Ben stops glaring and turns to Dr. Klifford and Tim. Both were staring and laughing slightly. Ben sighs lowly and says. "Continue."

Dr. Klifford nods and begins. "Once we realized that the coding wasn't 'dead', we started communicating with it. The only issue was that the bot it inhabited wasn't really built for conversations, so it was impaired. At first, it would write on a piece of paper, asking questions, and answering them. After a few weeks, we upgraded the bot it inhabited, and it started talking. It was fascinated with everything: cooking, gardening, military, warfare, and many others and after awhile it found a name: Thatch. A weird name, but it fit the code perfectly. After that, it identified itself as 'male' and before long; he was actively helping the town. We told him of our predicament and he was happy to help. Old droids and bots were recalled and given new software, which allowed them to think and feel. There was one issue though, the hardware couldn't handle the new software. We had issues: Rampancy, personality disorders, and self harm. Thatch took it on himself to make a frame, that could handle the software and perform all jobs. He asked all able bodied scientists to help, and the droids you see walking through the streets? That was the culmination of 20 scientists and Thatches will."

"Sounds like an awesome guy." Ben's voice snaps the good doctor from his memories and he smiles sadly. Ben looks on in confusion at Dr. Kliffords sad smile. The small Galvan looks up from his tea and sighs. "He was the best being that I've had the honor of meeting."

Ben blinks at the wording choice and pales. Caroline pokes his cheek with her finger and Ben jolts lightly. He pushes her hand away, and looks at the small Galvan. "He's dead?" Dr. Klifford nods and answers. "In a sense, yes. But after the first generation was made, he didn't stop. He started making frames that were specialized: Construction, Military, Gardeners, Farmers, Police, Riot, and so much more. The strain was too much for him to take, and he started breaking down. Each day, a piece of him disappeared, and he knew it. He knew it, and didn't stop. When asked, Thatch would smile in his own way, and answer. 'I don't want to leave, knowing I could've made a difference somewhere else. I want all the bots and droids to have a chance, in this world. A chance for family, a chance for friends, a chance to live to their own wishes, a chance to do things I never will.' And he damn well meant it. On his last day, he discovered the way to completely stop code degradation. He couldn't use it on himself, he was too far gone but he had a final ditch effort. Thatch uploaded himself into a computer and terminated himself."

Ben gasps. "He killed himself?!" Dr. Klifford looks at him with a small glower and Ben closes his mouth. "Sorry." The Galvan waves him off and continues. "In a sense, yes…"

"I'm _sensing_ that he didn't die." Ben mumbles to himself as he throws another Marble candy into his mouth. Oh, that one was grape.

"…But he had a plan. His coding was the basis for all upgrades, and births. By that point, all droids and bots had his coding in their own. When he self terminated, he released the cure for code degradation, and pieces of his conscious followed. He gave every single droid and bot, a piece of him to learn and grow as an individual. Every single bot you see, has a small code within them, a code that holds within it, the dreams and hopes of Thatch. And every bot made, has this code passed down from their parents. Thatch didn't die, he just passed the torch."

He looks up and stares blankly. Ben was wiping his eyes, and Klaus was patting his shoulder. Ben looks up and looks at Tim. He hugs the bot and Tim, jumps in surprise before returning the hug. Ben pulls backs and rubs his eyes. "Why do I have to be a sap for sad stories?" Caroline, and Klaus shrug and Dr. Klifford chuckles lightly. He blinks when a 'ding' is heard from his pad. He pulls it up and reads an unknown message. He nods in acceptance and stands up from his small chair. Ben blinks at the Galvan and raises an eyebrow when he turns to him. Dr. Klifford looks at Ben and smiles lowly.

"Our meeting is hereby finished. Toba has requested you in the War Room. But he says 'not to rush' and for you to explore a little before you come. I'll send your exams to him when they are done. Visit me when you know about the Neural interfaces."

Ben blinks a little. "What?" He doesn't get an answer as Tim whirs. The seat shoots into the ground and Ben stumbles backward. Caroline catches him with her lower arms and he nods in thanks. Dr. Klifford jumps from the table, and he looks at Tim. "Show them the way to the Armory." Tim nods at him and waves Ben through the door. Ben turns around and yells at the small Galvan. "Thanks for the stories!" The Galvan waves at him and Ben turns to Tim. Caroline walks behind them, her height shadowing them.

"To the armory?" Ben wonders. Tim nods and walks away, his feet clanking all the way. Ben looks at Caroline and deadpans at her face. Her cheeks were full of crème puffs and she waves at him. He sighs before following Tim, Klaus' laugh echoing behind him. After a few turns, a short elevator ride, and an annoying security check, they arrived at a heavily scarred door. Ben looks at it and turns to Tim. "That's not very reassuring.." Tim's mechanical laugh causes Ben to smile lightly and he jumps when the bot hands him a small plastic bag. Bens green eyes sparkle at the marble candies and he nods at Tim. Tim nods back and hands Caroline a small bag full of crème puffs. She grins and hugs the bot, causing him to pat her back. Tim flashes his visor a green and walks away, waving.

Ben and Caroline wave back and glance at each other. Klaus jumps from Caroline's side and reattaches to Bens. He raises his zipper in a salute and Ben deadpans. He gulps and waves his hand over the doors scanner. He blinks as the room seems to brighten and he walks in. He glances around the room and smiles at it. To his left was the firing ranges, small walls separated each lane and casings covered the floor. To his right was a small lounge area, with vending machines, and some small snacks. A few droids walk past him, and glance in his direction. He waves at them and they wave back. He walks forward and looks around. He blinks when a voice echoes from the room. "You must be the human, whose turned this town on its head."

Ben looks around and blinks. "Uh…Yes?" The room seems to vibrate for a few seconds before the voice echoes again. "Oh! My apologies. This must be confusing. Let me disconnect myself and we can talk face to face."

Caroline taps Bens shoulder and gives him a 'what' look. He shrugs and they both jump when a wet 'plop' comes from behind them. They turn and stare at the black and green blob, and step back as it stretches and grows. The blob forms a tall humanoid shape, and green lines travel across its body. A singular green eye flashes into existence and Ben raises an eyebrow. "A Galvanic Mechamorph?"

The Galvanic Mechamorph nods his head; Ben was taking a guess at the gender, and introduces himself. "Hello. My name is Novus." Ben smiles and introduces himself. "Yo. Benjamin E. K. Tennyson. And this is Klaus," The small magical bag waves his zipper. "And this is Caroline." Caroline pokes Novus in the side and he glances at her. He stands to his full height, and Ben sweats a little. Galvanic Mechamorphs weren't the largest of species but they were larger than a normal human. Novus was no different. His arms were long and skinny, ending with 4 fingers and an apposable thumb. His body was lanky, and his legs followed the same path as his arms. His neck was elongated, and he twisted it to the side and speaks. His voice was slow and methodical. "I apologize for the earlier confusion. I tend to stay connected with this room."

Ben waves him off with a hand. "You're good." Novus nods and walks away. Ben and Caroline glance at each other and follow. Novus places his hand against a wall, and green lines travel along it. The wall extends and Novus glances at them with the equivalent of a smile. Ben feels his jaw drop and Klaus chitters from his side in surprise. Caroline sputters in awe at the sight and Novus spreads his arms. "Welcome to my shop!"

The wall had extended into a small work station. Ben noticed some of the weapons displayed behind Novus, and glances at them. He could identify some of them, but many of them he couldn't. He walks over to the small workshop and smiles lightly at the random parts strewn about, and glances at a few dismantled weapons. Novus looks at him, and blinks. "Do my sensors deceive me? I'm sensing Marble candies from your pockets." Ben blinks and pulls the small bag of candies from his pants pocket. Novus brightens and asks. "May I have one?"

Ben nods and pulls out 2. He eats one and hands the other to the Galvanic Mechamorph. They both hum in satisfaction, and Novus sighs. "Tim is a master of sweets." Ben nods in agreement and blinks when Novus stands a little straighter.

"Sweets aside, I believe you have something for me to look at. A rifle of some sort?"

Bens eyes widen and he grasps the rifle on his back and pulls it off. Novus brightens in surprise, his green lines flashing and lessening, and he looks in confusion at the rifle. Ben holds it in his hands and Novus glances at it. "That was…odd. The weapon must have an optical camouflage, to hide it from view." Ben shrugs and lays the weapon on the counter. Novus looks over it and hums. "I recognize this rifle."

"You do?" Ben asks surprised. Novus blinks and corrects himself. "My apologies, I know the make of this rifle, not the rifle itself." Ben slumps and Caroline pats his shoulder. Klaus pats his thigh, and Ben nods. He stands a little straighter when Novus speaks. "The rifle seems to be based off an old human rifle. From the World War 2 era in human history, if I'm correct. The M1 Garand, if my memory can be trusted. A well made rifle, even by today's standards. "

Ben nods and looks it over. The rifle gleamed in the light, and he smiles at it. "Can I shoot it?" Novus looks at him for a few seconds and reaches under his counter. He pulls out a few clips and lays them on the top. "Help yourself." Ben grins and grabs them. He grabs the rifle and jogs over to a free lane. He loads the rifle, and smirks at its happy 'tink'. He blinks when a target slides into his lane and hovers at the halfway mark. Ben takes a calming breath and raises the rifle to his shoulder. He closes left eye, and moves the sight to the targets center. He bends his knees and with a gentle pull of the trigger, the rifle sounds off. It kicks against Bens shoulder, and he curses at the force. The bullet veers from the target, and hits the hard ground behind it. The casing falls to the ground with a 'ding' and Ben looks to his side.

Klaus looks up at him, his zipper mouth drawn into a teasing smirk. Ben glares at him, and the magical bag, snickers. Caroline walks behind him, her hands covering her ears and Ben apologizes. Ben aims, and takes another shot. This one hits the targets lower half. He frowns to himself, and fires two rounds in quick succession. They hit the targets, inner circle and he grins. He fires the last 4 rounds and the rifle 'pings' as the clip is ejected. Novus walks over. "Anything wrong?" Ben shakes his head.

"No. The rifle is awesome. It's firing correctly, but I'm not accustomed to its recoil. It's a little long, for my tastes anyway.."

Novus nods. "You can shorten the rifle, if wanted." Ben nods and blinks when the rifle starts humming in his hand. He glances at it, and his eyes widen at it. The rifle was visibly shaking, and Ben could feel the heat coming from it. He turns to Novus, his mouth opening to ask a question, when the rifle physically explodes. The force of the explosion sends Ben flying backwards and into Caroline's arms. He groans, and Caroline glances at him worriedly. Novus glances at the lane, and his singular eye widens. He turns and yells. "Take cover!" Ben looks up, winching at the light pain, and his eyes widen. The rifle was floating in the air, a sphere of energy surrounding it. The sphere pulsates, and a wave of energy follows it, tickling Bens skin. He scrambles to stand up, and jogs over to Novus's station. He vaults the counter and hides behind it, Caroline following. Novus joins them a few seconds later and he glances at Ben.

"Does this normally happen when you bring a weapon to an armory?" Ben shakes his head. "No. Does this happen when somebody brings a weapon into your armory?" Novus shakes his and Ben nods. "Then we're in the same boat."

They stare at each other and nod. Ben peaks over the counter, and stares at the rifle. The wooden frame had disappeared, showing the metal under it, and the sphere of energy was fluctuating. He stares as the metal melts into a silver liquid, and encompasses the sphere of energy. He returns to the counter, and Novus glances over it, his singular eye narrowing at it. "That's…different." Ben nods and Caroline hisses when something smacks into her head. They turn to her and blink at the sight. Random parts were floating from their positions and were making their way to the now silver sphere. Ben ducks when, what looked like a firing mechanism shoots near his head, and into the sphere. They watch as the parts enter the sphere, and grow in size. Novus looks at Ben. "Please tell me, you didn't accidentally bring a bomb into my armory?"

Ben shrugs, and Novus slaps his face. He glares and Ben rubs the back of his head. They all blink when the orb pulses and the ground shakes. The glance over the counter and their eyes travel across the orb. It shifts and twitches, before shrinking into a vague rifle shape. The silver liquid, smooths into a light grey, and it shines bright. Ben and the others cover their eyes, and blink away the spots. Ben stares at the object floating, in the lane. It was a rifle; there was no doubt about that. It was a clean grey, with small hexagons following the metal. A scope floats above it, oddly shape, and a soft glow extends from the side of the weapon. (It an almost exact copy to the light rifle in Halo 5: Guardians) it floats in the air, waning slightly and Ben looks at Novus. "Have you ever seen something like this?"

"In personal experience, no. In book and records, yes." Ben glances at him in confusion. Novus vaults over the counter, surprising Ben and Caroline. Klaus jumps from Bens side and hops onto the counter, waving Ben up. Ben curses and slowly stands up, his eyes snapping to the rifle. Novus was looking at it, and reached for it. He jolts back as a small pulse is emitted, melting his arm into a puddle. Novus jumps back and hisses slightly. Ben vaults the counter and looks at him. "You okay?" Novus nods. "I'm fine. It emitted a low electromagnetic pulse, just enough to destabilized my hand." He reforms his hand and clasps it. Ben nods and walks forward. Caroline joins them, and Novus looks at Ben. "What are you doing? Get away from that thing!" Ben looks back. "I brought the rifle in, so it's my responsibility." Ben glances down at the rifle and reaches for it. He closes his eyes as his hand touches the cool metal, and he waits. Nothing happens and he opens one eye. The rifle was still hovering, but the metal was now warm, and vibrating. Ben grabs the handle and grunts when the rifle ceases it's floating and gravity takes its course. He shifts the rifle in his hand, and glances at it. The light glow brightens into a green, and Ben blinks a little. Fingertips were prodding his mind, and he looks at the rifle.

"You transformed?" The rifle seems to purr in content and Ben turns to Novus. The Galvanic Mechamorph was staring at him, single eye a question mark. Ben explains. "It changed. The rifle adapted to me, and transformed into something I would be comfortable with." Novus's eye shrinks into a dot, and then shifts into an exclamation mark. He walks over, and his eye looks over the rifle. He scratches his chin and Ben raises an eyebrow. Novus hums. "A weapon that changes to its users needs. Astounding.."

"Is this rare?" Ben asks. Novus shakes his head. "Not really. The idea was implemented decades ago, in the home universe at least. But one hasn't been seen in quite some time."

Ben shrugs a little and raises the rifle to his shoulder. He closes one eye, and jumps when the scope breaks apart, and moves closer to his eye, and the target magnifies. He pulls back the scope returning to its original spot. He tests it again, and smiles in glee at the same reaction. He looks at it, and asks. "I wonder what it fires.." Novus motions to the range. "Only one way to find out."

Ben walks to the lane and aims at the target. The scope comes up, and he moves the small dot over the center. His finger scrambles to find the trigger, but he finds it. He takes a breath, and pulls it. The weapon kicks, and Ben watches as a light green projectile shoots through the air and hits the targets center. He stares at the target, and the now 50 cent piece hole in the center. "Holy…"

"My word!" Ben hears Novus exclaim from behind him. He turns to the Galvanic Mechamorph and flinches from the close proximity. "It fired light. It fired Hardened Light!" Novus exclaims in delight. Ben shifts under the tall Galvanic Mechamorphs stare and asks. "Isn't that uhh…impossible?" Novus shakes his head rapidly.

"Improbable, not impossible. It has been the aim of militaries across the universe for centuries, but very few have working prototypes."

Novus lays his hands out and asks. "May I?" Ben looks at the weapon. It hums in acceptance and Ben hands it to Novus. Novus brightens and his arms merge with the rifle. Ben watches, mute, as Novus seems to jiggle with glee and glances at Klaus. Klaus shrugs, his button eyes confused. Novus's voice brings Ben back to attention. "This weapon is ASTOUNDING! High grade wiring, made of an unknown substance, carry the electrical charge at rapid intervals. It's made of an unknown, strong and yet light, material with liquid properties. A constant beam of light travels through it, acting as a barrel for the hard light projectiles, and by the looking of things, it has a…metallic core?" Ben blinks at the confusion.

"Is that bad?"

Novus shakes his head. "No. Liquid cores are normally found on adaptive, weapon platforms. It's odd to find on a hand held weapon unless it…..can shift, and transform." Novus disconnects from the rifle and hands it to Ben. Ben grabs it and Novus points to the range. "If you don't mind, I would like to perform some tests with the rifle." Ben nods his consent, and Novus flashes a bright green. The paper target is moved away, and a droids frame replaces it. Novus points to it. Ben looks at it and shrugs. He aims, and fires. The light flies through the air, and impacts the droids frame with a small 'dink'. They stare at the hold in its chest, and Novus nods before saying. "It can puncture the standard armor for the droids, with little to no resistance. Next!"

Another frame replaces the first one, this one larger and heavily armored. "This is an old riot droid frame. Heavily armored, and made to stop a Tetramand, and anything else from puncturing it." Ben nods and fires the rifle again. They watch as armor kick from the round, but Novus hums. "It punctured, but it stopped at the 5th trauma plate. That thing has some power."

Ben agrees with him, and looks down when the rifle seems to growl. He watches the scope and jumps when it splits into small tendrils. The tendrils latch onto the Omnitrix, and jerk before coming to a stop. The once green beam turns a hateful red and Ben flinches when the rifle increases in heat. Novus glances at the rifle and asks. "What just happened?"

Ben shrugs and is about to answer when the Omnitrix beeps. "Pyronite DNA has been accessed by an unknown piece of technology. Activating protective measures…." They look at the rifle and the Omnitrix and jump when it speaks again. "Protective measures halted. Unknown technology has exchanged info with this unit, and has been upgraded to friendly." Ben looks at it and turns to Caroline, who was playing with Klaus. She waves at him and he waves back, a small smile on his face. He turns to Novus and says. "I think it and the Omnitrix just became friends."

Novus nods. "But what does the 'Pyronite DNA being accessed' mean?" Ben shrugs and shivers slightly. He looks around and blinks when a shadow, appears whispering. "Shoot it and find out." Before fading away. Ben looks at the Riot frame and shrugs. He raises the rifle and aims, shifting at the heat, and blinks as the scope had changed. The sight was a thick red dot, and it seemed to fluctuate with the heat. He shrugs, and aims for the frames heads. He pulls the trigger, and his eyes widen at the kick. _'Holy crap!' _Instead of a small projectile coming from the barrel, a thick red beam shoots from it, and impacts the frame. They watch as the frame jerks, and the armor shatter. It stops and a burning hole is seen coming from the impact. Novus mimics his thoughts. "Holy…It destroyed the Riot armor." He flashes a green and the armor is moved to the lane and they stare at it. The torso was barely holding on, and the heat coming from it causes Ben to step back. Novus looks over it.

"The round changed." Ben blinks. "What?" Novus looks at him. "The round changed. The rifle, seeing it couldn't puncture the Riot armor completely changed the round. It accessed the Pyronite DNA, used it to increase the rounds heat allowing it to physically melt the metal, it increased the rounds mass giving it the extra power, and the way it fired so it could puncture the heavy armor." Ben looks at the rifle and blinks when the tendrils return to the scope. He glances behind the robot and pales. "That's not the only thing it melted."

Novus follows Ben's line of sight and he turns a stark grey at the sight. The wall behind the Riot had a steaming hole, and Novus whistles lowly. Ben looks at the rifle, and whispers. "Your something else, aren't you?" The rifle doesn't answer but Ben knows the answer. He nods and walks over to the counter, Novus following. A pair of humans pass them, holding their respective rifles, and set up in a lane. Ben looks at the rifle and pats Caroline's head when he passes. Novus looks at him and asks. "Hell of a weapon."

"Yeah. It's shorter than the original, has less kick in the normal mode, and it's comfortable to fire. Only issue is the hidden secrets it has in store." Novus agrees. "It could cause some issues, especially in the battlefield." Ben grins and laughs. "Good thing, I'm good at thinking on the fly."

Novus shakes his head, laughing, and Klaus laughs alongside them. Caroline stares and shrugs her arms. A voice screams out a few seconds later.

"RICOCHET!"

Ben's head whips to the side and watches as the humans drop to the ground, and he turns to Novus, who was looking around frantically. A noise catches his attention, and he turns to it. Everything slows down to a crawl, and Bens eyes widen at the sight of a bullet ricocheting off a nearby wall. He follows the path and his eyes widen as it lead to his head. He starts to lean back, the bullet inching closer, and he stares as it was close enough for him to see the tip. He raises his arms to cover his face. He'd rather have a hole in his arms, than in his head. Time seems to speed up, and Ben's curses his bad luck. He never noticed the rifle hum, and the metal surrounding the barrel detaching. It shoots in front of his face and a bright blue light fills the room

He never sees the rifle glow slightly, and a section of the barrel separate. A blue light fills the room, and the others cover their eyes at it. They stare in shock at what was in front of them. A blue shield was in front of Ben, shaped in a triangle with three metal pieces at the corners. Ben uncovers his eyes and stares at the shield in shock and surprise. _ 'Where did this come from?'_ Ben questions and he looks to his left. The rifle was missing a side of its barrel, showing the firing mechanism behind it. The triangle shrinks into an arrow shape, and floats protectively in front of Ben.

The others cover their eyes, or in Novus's case eye, and stare in shock at what floated in front of Ben. A bright blue triangle of energy floats in front of Ben. Its corners were covered in the same metal of the rifle. Ben moves his arms away from his face and stares at the shield in front of him. He turns to the left and notices the rifle. The smooth metal along its barrel was missing showing the mechanisms beneath it. The shield starts to shrink, until a small narrow strip of metal floats in the air. Ben stands up and stares at the floating metal, and stares as it reattaches to the rifles side. He turns to the humans, and they slowly get off of the floor.

They walk over. "Everybody, okay?" Ben nods, and Caroline pokes her head from behind a wall. They sigh in relief, and walk out of the room, muttering. Ben looks to Novus, and walks over to the counter. He picks up the rifle, and looks it over. "What was that?"

"From what little I scanned, it was a hard light shield." Ben twitches slightly and shifts a little. He runs his hand around the trigger and stops when he finds a small button. He turns it over and looks at the button. It was smooth and a light blue. He pushes it and the rifle kicks, causing him to fumble it. The metal surrounding the rifles barrel breaks off, into three segments: the right barrel, the left barrel, and the under barrel. They float into the air, and surround Ben. He pokes one, and it moves slightly. Novus reaches for one, and it shocks his hand. He jerks it back, and narrows his eye.

Ben looks at them, and pushes the button. The three triangles expand into exact copies of the original shield, and float around Ben. He looks at them, his eyes sparkling and he waves his hand. He moves his hands in a variety of motions, and the shields follow. "Oh that is badass." Ben grins.

Novus nods his head in agreement and looks at them. "That's one way to put it." Ben pushes the button again and the shields return to their compact forma and they reattach to the rifle. Ben grins and looks at the others. Klaus mimics his grin and hops over to him. Ben picks him up and holds him near the rifle. Klaus pats its scope and the rifle seems to hum in greeting. Klaus grins, his zippers shining in the light and Ben shivers slightly at the implications. Klaus attaches to Bens side, and growls lightly to himself. Ben shifts the rifle to his shoulder and his finger pushes another button.

The rifle floats into the air, and the metal liquefies and shifts. It extends, and the scope bulks, and the liquid seems to flow toward the barrel. The liquid stops, and hardens, and Ben catches what the rifle had turned into.

"Are you kidding me?" Ben grumbles.

_30 minutes later_

Novus looks to his right and winces slightly as a yellow bolt tears through an old frame. He looks at Ben and the newly transformed rifle in his hands. Caroline grins and jumps a little when he aims and lets another volley fly through the air. Novus walks over and grabs a small strip of metal. He flips it open into a pad, and he begins typing.

"_Overview of the Shifter._

_When Mr. Tennyson brought the rifle to my attention, it was odd. The rifle was invisible to all except Mr. Tennyson. It is unknown why the weapon does this, but inferences can be made. The weapon, when first brought in, was reminiscent of a human rifle, used in their World war 2. A M1 Garand if my knowledge is correct, and Mr. Tennyson asked to fire it. I gave the appropriate ammunition, and he fired it. After he emptied the clip, the weapon went through a metamorphosis. It dissolved into a liquid that was vaguely metallic and it proceeded to attract spare parts that I had laying around. After a few minutes, the liquid shifted and formed a new rifle. Since Mr. Tennyson doesn't have a name for this variant, It will be named Variant 1._

_Variant 1:_

_Seems to be a heavy hitting DMR. Shorter than the original, less kick, and fires a different round. Made of an unknown metal, that has liquid properties, and fires what many would call 'hard light'. The round has the force to puncture most armor, and can be stopped by heavy or impact resistant armor. Mr. Tennyson was surprised at the transformation, and seemed hesitant to fire it. The magazine limit for this rifle seems to be twelve, but no reload has been initiated. The weapon has shown the ability to connect to Mr. Tennyson' Omnimatrix. The other Variants have shown this ability but Variant 1 is the only one that has shown it being done. When this is achieved the weapon accesses the vast DNA within it, and can use the DNA to change its purpose and function. _

_The weapon has shown some level of intelligence, as when the standard round didn't puncture a Riot frame, it accessed Pyronite DNA. Once this was achieved, the round changed. It was super heated, fired with increased recoil, and increased damage. The round melted through a Riot frame, and continued into the wall behind it. Once Mr. Tennyson was done firing it, a nearby lane experienced a Ricochet. The round bounced and eventually found its way to Mr. Tennyson, in which he tried to cover his face. The weapon activated another unknown function in which, the metal surrounding its barrel separated into a single drone. The drone has the ability to deploy a 'hard light' shield, in which it used to protect Mr. Tennyson from the ricochet. The weapon has three of these shields in total and when deployed, Mr. Tennyson can control them._

_Another function was found when Mr. Tennyson accidentally pushed a button on the rifle. The weapon melted into the metallic liquid and shifted into a new weapon. It is to be called Variant 2._

_Variant 2:_

_Variant 2 mimics Variant 1 in color, and round fired. Variant 2 is an elongated version of Variant 1, with a larger scope that has a larger, more precise zoom, and a significantly smaller magazine. The weapon has shown great power, when firing at long distances, and as such, is to be classified as a Sniper rifle. Variant 2 has 2 alternate firing methods: the first one fires a single highly dense, fast traveling round of hard light at a time. The round has shown great power even at excess distances of 10,000 m. When tested, it disintegrated a set of Grade 5 Heavy armor. The weapon can fire 2 rounds, before the weapon spins a cylinder within its interior. The weapon separates during this process, allowing the insides to be seen. The second firing method is considerably different from the first method: the weapon fires a continuous beam of hard light for an interval of 2 seconds. This beam is considerably more intense than the first method, but it lacks the range of the other. This method has shown to be extremely effective against grade 3-4 Heavy armor, but it has difficulties damaging anything of a higher grade. Weapon has retained the separating shield drones, but 2 of them have been repurposed to the weapons barrel. _

_Mr. Tennyson prefers Variant 1, but has shown great pleasure in firing Variant 2. The final Variant that the weapon has shown is of a different model and make of the other Variants. It is vastly different from the other Variants, to the point it shouldn't even belong. The only hypothesis that I can conclude, is the liquid core within the weapon serves a dual purpose. The liquid core allows it to morph, but a strange form of energy is detected when this process happens. The energy mimics that of a spatial tear, so by this comparison the weapon must get these weapon models from alternate or parallel universe. _

_Variant 3:_

_Variant 3 is of a different model, and make of Variants 1 and 2. The weapon weighs far more than the other 2 Variants, enough that when firing Mr. Tennyson was off put by it. The scope, rectangular in shape, when aimed shows friendly in a light blue or green and enemies in an orange or red outline. The weapons magazine ejects at an angle, pointing toward the trigger which has no guard. It fires transient radiation, which is odd, but it fires it in a way that makes it special from the other Variants. The transient radiation when impacting a solid object travels through it without damaging the object. The round increases in damage, the more objects it passes through. The weapon has a slow fire rate, allowing for precise aiming. The round has shown to do high damage, to armored and unarmored units to the point of puncturing Grade 2 Heavy Armor. It has shown a secondary feature, which mimics the shield drones. A small button is located near the trigger and when pushed, the weapon fires a small yellow ball that expands into a floating shield. The shield covers the majority of the body, giving ample protection against fire. The shield holds another odd property, as Variant 3 can fire through the shield, while other rounds bounce harmlessly away. It lasts for 15 seconds before fading, and no limit has been found for the total amount of shields, that can be deployed._

_The three Variants have shown great aptitude for a multitude of situations. While Mr. Tennyson has shown some small inexperience with rifles, he has shown great adaptability. He has shown to be accurate from most ranges, and is innovative with the weapons secondary functions. I recommend that Mr. Tennyson acquire a high grade Neural Interface or at the very least, equipment allowing him the same functions."_

Novus stops typing and turns to look at Ben. He was grinning and marveling at Variant 3 in his hands, and he looks up. He walks over and asks. "What's up?" Novus chuckles lightly and hands him a small slip of paper. "Here's the list of Variants." Ben grabs them and nods in thanks. Klaus eats the paper and 'burps'. They all glance at the cackling magical bag, and Ben sighs.

Novus shakes his head and stands up a little straighter when he receives a message. He reads it, and deadpans. He turns to Ben and bends down showing him the message. Ben reads it and pales. He forgot about the meeting. He turns and looks at Novus, who glances at the door. "You may wish to start running."

Ben nods and dashes out of the room, Caroline behind him confusion on her face. Novus shakes his head and looks at the message and wonders. _'Wonder why the Marshalls need him?' _He ponders it for a second and shrugs. No skin off his back.

_With Ben._

He skids around a corner, ducking under a droid, who whines at him in anger before dodging a sprinting Caroline. He looks around, looking for any sign of where to go, and blinks when a light blue line extends in front of him. It takes a left at the next intersection and Ben follows, grinning as the rifle on his back bounces and hums in delight. The line comes to an abrupt halt near a door and Ben applies the brakes, stumbling to stop. He fails, and slams into the ground with a 'thump' and slides in front of the door. Klaus laughs at Bens luck and Ben pulls his head from the floor to glare. He blinks when two pairs of feet greet his eyes and he follows them to a pair of confused Faunus. Their weapons were at their sides, and they were glancing at him and one asks, his dog ears flapping slightly. "You okay?"

Ben nods. "This the War room?" The guard nods and asks. "Are you Ben Tennyson?" Ben nods and the guards laugh lightly. "Come in sir. The Marshalls are waiting for you."

Ben stands up and shakes off some imaginary dust. Caroline comes to a stop and glances at the guards and him in confusion. "What about my friend?" The guards glance at each other and answer. "She has to stay outside sir." Ben sighs and Caroline nods. Ben watches as she walks around a nearby corner, and rubs his forehead in annoyance. He walks through the door and into an empty hallway. He stares at the figure standing at the end.

He stood a few inches above Ben, dark blue hair wild, and light blue eyes stare at Ben with curiousness. A long cape settled on the ground behind him, purple fabric ruffled slightly. Metal armor covers his legs and arms, dull in the low light, and a small white shirt covered his chest. A small blue chest plate covered it, and he moves forward. Ben follows his lead and they meet half way. They stare at each other for a few seconds and the man grins. "You must be the guy, who's turned this town on its head."

Ben nods. "It's a talent." The man laughs, small canines shining lightly and he sticks out his hand. "Jeralk Rukor. Marshall of the Blitz regiment." Ben grabs his hand and shakes it. "Benjamin Tennyson. Wielder of the Omnitrix, and resident trouble maker."

Jeralk nods and walks over to the door. Ben follows his lead and Jeralk grins and kicks the door open. It opens with a crash and Jeralk walks through it yelling. "Let's get this party started!" Ben gawks at the man, and pokes his head in the door when a voice yells out. "Damnit Jeralk! We just had that door replaced!"

The man scratches the back of his head and Ben stares at him. He looks around and someone calls out to him. "Ah, you must be Ben. Dr. Klaus speaks highly of you, even if you just met." He turns to the voice and blinks. A large oval table sits in the middle of the room and 6 people sit around it. The one nearest to him was the one who spoke and he glances to the owner. The voice belonged to a woman. Grey hair cut into a short bob framed an angular face, and light yellow eyes look at him in interest. A white uniform sets on her shoulders, immaculate and pristine, and a small dagger hangs from her hip. Ben nods in greeting and pans his head around the room.

Jeralk growls a little and yanks him into the room. Ben stumbles and knees the table. He hops in place hissing at the pain, and Klaus laughs from his side. Jeralk whispers an apology, and sits down near a monster of man. A familiar voice echoes from the room and Ben looks up. Toba was sitting at the end of the table, his legs propped up on it and the woman near him sighs. "You're late Toba." The Pyronite waves her off. "It's better to be late than never appear, Eleonora." The now named Eleonora sighs and rubs her head. Ben gulps lightly when Toba looks at him and grins.

"The city been decent to ya, Ben?" Ben nods. "It's larger than I thought, and way more complicated." Toba nods and swings his feet to the floor. "Before the matter at hand is addressed, let us introduce ourselves. Ben knows me already. Eleonora can start."

The woman glares at him, and huffs in annoyance. She turns to Ben and sticks her hand out. "Eleonora Grace. Marshall of the Siege dancers." (**Yes, they have the same names of the Cabal in Destiny. What can I say, their legion names are awesome.) **Ben nods in greeting and the man next to her coughs to clear his throat. He was a short man, probably a little shorter than Ben. Black hair, tainted with white and grey, framed his face into a small beard and beady green eyes stare at him. A small suit framed his body, black with a red tie, and he speaks. His voice was old and wizened but with a hint of aloofness. "Ishmael Tate. Marshall of the Apothic Legion."

"My turn." A low pitched voice echoes out and Ben turns to his right and stares. A Piscciss Volann leans forward, teeth bared in a grin. Light red eyes stare at Ben and he grins, lure brightening. "Actaeon Dreamek. Marshall of the Aqua Department." Ben nods and a small evil laugh starts. Eleonora sighs lightly, Jeralk chuckles, Ishmael raises an eyebrow, and Toba rolls his eyes as Ben turns to the owner of the laugh. Klaus looks at Ben and Ben looks at him and shrugs. A woman leans forward and Ben's eyes widen at her look. Light brown hair, and a psychotic grin covers a pale face with light brown eyes twinkling in insane delight. A black uniform, reminiscent of a Nazi Officers covers her body, and a small red band surrounds her arm. A growling wolf skull was emblazoned on it, and she looks at him with a smile. "Shadows follow you, and death follows them. Delightful~~!"

Ben blinks at her and mutters. "Uhhh….Excuse me?" She grins and Ben shivers lightly at it. "Anne Panz. Marshall of the Panzer Soldats." Jeralk waves at him from her side and Ben waves back, albeit awkwardly. Anne leans back and kicks her legs back, mimicking Jeralk. Ben looks at Jeralk who shrugs and points to his left. Ben turns and pales at the figure sitting near Jeralk. The figure leans forward and the familiar 4 yellow eyes of a Tetramand greet him. Dark blue, almost purple skin and 4 rippling arms flex and flinch in anticipation. A light grey shirt stretches and light grey digital camouflage blends into the darkness. The Tetramand looks at Ben and nods in greeting. "Kho Regar. Marshall of the Front liners." Ben nods in greeting and they all jump when Toba screams.

They turn to the screaming Pyronite and stare as he leans forward and clasps his hands together. "With the introductions out of the way, let's tell Mr. Tennyson about why he was called." Ben blinks a little. "Yeah. Why was I called? I just got here."

Eleonora coughs a little and stands up. "Since your arrival Mr. Tennyson, many things have come to light. And since these have been made public, we decided to do a little 'investigation' on you and your actions."

Ben glares a little at Toba. "You investigated me!"

Toba nods. "Nothing too invasive. A few data excursions here and there. We hacked into your academy records. And we asked some of our populace if they've heard of you, and we were quite surprised at the recognition. And with this, we heard of your exploits and wish to ask and if needed, employ your assistance." The others nod and look at Ben.

Ben frowns a little and mulls it over his head. They investigated him, without his permission, but it was for a good cause. And they didn't do anything harmful, so there's no lasting damage. He rubs his head in frustration. "What's the issue?"

Ishmael looks up at him his voice slightly cold. "Do you know of the White Fang?"

Chapter end.

**Authors note: And that's a wrap! Man, this chapter was a pain in the butt to finish. Screw the FAFSA, and other college related things! I'm trying to get these chapters up and running, but school and other things keep blocking me, but I hope this little chapter will help. I need some help. Actually, I need opinions more than I need help. If you read this chapter, you probably realized that Bens rifle is a little different. I have a small list of variants that I would like to put in the story. But I would rather have a few extra opinions before I put them in.**

**I will post the lists separately, and will make a poll. If you have any weapon suggestions, by any means put them in your review of send them in a PM. There's only stipulation, the weapon must be of alien manufacture. I'm sorry for any and all grammar mistakes. I hope you enjoyed the chapter.**

**This is Luckyplains13, signing out.**


	11. AUTHORS NOTE

**Hey guys and girls! This is Luckyplains13 and if you've read the latest chapter for Omni: The Shapeshifter of Remnant, you will probably know about my dilemma. Bens rifle has 3 Variants as of right now and I have more planned but I'd rather ask you guys and girls if they are viable. I promised to make a list and a list I shall make!**

**The list shall begin with the classification of the weapon. Ex) DMR= Light rifle.**

**If the weapons name is in **_**Bold Italics**_**, it is set in stone and will appear in the story as a Variant. Ex) **_**Light Rifle**_

**If the weapons name is (Bold) it is a possibility but I'd like some feedback on them and more suggestions. Ex) (Shrapnel Launcher.)**

**If the weapons name has a ?, it means I have no idea for that Variant. Suggestions are welcome. Just remember that the weapon have to be of alien make or manufacture. That doesn't mean that humans can't use them, but humans can't be the ones to have made them.**

**List:**

**Pistol=? -Can be a revolver, semi, auto, anything that resembles a pistol.-**

**SMG= **_**Bullseye **_**-Resistance Series. Chimeran-**

**Shotgun= (Shrapnel Launcher) -Destiny Series. Fallen.-**

**Assault Rifle= ? **

**DMR= **_**Light Rifle **_**–Halo Series. Forerunner-**

**Sniper= Binary Rifle -Halo Series. Forerunner.-**

**Heavy= Chimeran Auger -Resistance Series. Chimeran-**

**I'm trying to avoid using too many weapons from 1 universe. Shows favoritism, and I'd rather avoid showing favoritism. If push comes to shove, I will add human weapons to the Variant list. But as of right now, alien made weapons are the main focus.**

**If you wish to send in a recommendation for a weapon classification that is already taken, please send it. My plan is for Ben to have 2 full sets and possibly a 3****rd****. I have ideas for those as well, so when the first list is done, I'll ask for your help again.**

**Thank you for listening to this bukas plea. Thanks for all your support and I hope to entertain with my stories.**

**This is Luckyplains13 signing out.**


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